DDA Packet 2026.06.01_____________________________________________________________________________________
MEETING AGENDAS AND PACKETS ARE FOUND AT: WWW.AVON.ORG
MEETING NOTICES ARE POSTED AT AVON TOWN HALL, AVON RECREATION CENTER, AVON ELEMENTARY AND AVON PUBLIC LIBRARY
INDIVIDUALS WITH DISABILITIES ARE ENCOURAGED TO PARTICIPATE IN ALL PUBLIC MEETINGS SPONSORED BY THE TOWN OF AVON. IF YOU REQUIRE A DISABILITY
ACCOMMODATION, PLEASE CONTACT THE TOWN CLERK, MIGUEL JAUREGUI CASANUEVA, AT 970-748-4001 OR MJAUREGUI@AVON.ORG WITH YOUR REQUEST.
REQUESTS SHOULD BE MADE AS SOON AS POSSIBLE BUT NO LATER THAN 72 HOURS BEFORE THE SCHEDULED PUBLIC EVENT.
DOWNTOWN DEVELOPMENT AUTHORITY MEETING AGENDA
Monday, June 1, 2026
MEETING BEGINS AT 3:00 PM
Hybrid meeting: In person at Avon Town Hall, 100 Mikaela Way or virtually on Zoom
(registration instructions found on public notice)
1. CALL TO ORDER AND ROLL CALL
2. APPROVAL OF AGENDA
3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS
4. PUBLIC COMMENT – COMMENTS ARE WELCOME ON ITEMS NOT LISTED ON THE
FOLLOWING AGENDA Public comments are limited to three (3) minutes. The speaker may be given
one (1) additional minute subject to DDA Board approval.
5. BUSINESS ITEMS
5.1. DDA BOARD POSITIONS EXPIRING (Chief Finance Officer Paul Redmond)
5.2. RESOLUTION 26-01 IGA BETWEEN TOWN OF AVON AND AVON DOWNTOWN
DEVELOPMENT AUTHORITY (Town Manager Eric Heil)
5.3. VILLAGE AT AVON REVENUE PROJECTIONS FOR PHASE I & II (Chief Finance Officer Paul
Redmond)
5.4. TRANSIT ORIENTED NEIGHBORHOOD PILOT PROGRAM UPDATE (Town Manager Eric
Heil)
6. MINUTES
6.1. Approval of February 2, 2026 Downtown Development Authority Meeting Minutes (Chief
Administrative Officer Ineke de Jong)
7. UPCOMING AGENDA ITMES
8. ADJOURN
CHAIRPERSON TONY EMRICK AND DDA BOARD MEMBERS
Public Comments: Avon DDA agendas shall include a general item labeled “Public Comment” near the
beginning of all Board meetings. Members of the public who wish to provide comments to the Board greater
than three minutes are encouraged to schedule time in advance on the agenda and to provide written
comments and other appropriate materials to the Board in advance of the Board meeting. The Chairperson
shall permit public comments for any action item or work session item and may permit public comment for
any other agenda item, and may limit such public comment to three minutes per individual, which limitation
may be waived or increased by a majority of the quorum present. Article VI. Public Comments, Avon
Downtown Development Authority Simplified Rules of Order
970.748.4088 predmond@avon.org
TO: Chairperson Tony Emrick and DDA Board Members FROM: Eric Heil, Town Manager and
Paul Redmond, Chief Finance Officer
RE: Tax Increment IGA
DATE: May 26, 2026
SUMMARY: This report presents the DDA Board an intergovernmental agreement to remit future tax
increment financing revenues from the development of Lot B (i.e. “The Summit”) to the Town of Avon
(“Avon”) to support the Town of Avon’s financial contributions to support this project. The
intergovernmental agreement between the Town of Avon and the Avon Downtown Development Authority
(see Attachment A) formalizes the Authority’s commitment to remit all tax increment revenue generated by
The Summit property through 2054 to reimburse Avon for expenditures to support The Summit Project.
The expenditures for reimbursement include approximately $2,200,000 for the purchase of 16 community
housing deed restrictions associated with the 164-unit residential development and $6,000,000 for the
construction and purchase of a 4,966-square-foot ground floor commercial shell community space and
adjacent patio and landscaping improvements. The intergovernmental agreement confirms that the project
is within the DDA boundaries and that the Authority is authorized to cooperate with the Town and remit
those revenues. Avon Town Council also approved a revised development agreement for The Summit
(Attachment B), along with related escrow and parking agreements, adding 16 more community housing
units capped at 100% AMI rent, establishing milestone dates for permit issuance and construction
completion, clarifying rent and parking terms for deed-restricted units, revising the Town’s contribution
structure, and staggering release of the Town’s $10 million commitment through an escrow schedule tied to
construction progress. Together, these actions create the legal and financial framework to support the
project, advance community housing, and provide community and commercial space that will serve Avon
residents.
PROJECT REVENUES AND FINANCING SUMMARY: The Summit is expected to generate the revenues
needed to offset Avon’s direct financial participation in the project through a combination of one-time use
tax receipts and long-term tax increment revenues. The Use Tax would be collected when the building
permit is issued and is currently estimated from approximately $55 million in construction materials. At
Avon’s 4% use tax rate, the gross payment would be about $2.2 million, reduced to an estimated
$1,911,800 after the proposed waivers tied to the deed-restricted housing units and the
community/commercial space. In addition to the Use Tax, the project is expected to create substantial
property tax increment because of the increase in assessed value following construction completion.
For modeling purposes, the project assumes roughly $95 million in new construction value, excluding the
community space that would be Town-owned. Applying the residential assessment rate produces an
estimated assessed value of about $6.46 million. That assessed value is then used to calculate the tax
increment available to the Avon Urban Renewal Authority and, later, the Avon Downtown Development
Authority. The model assumes the project comes along gradually, with partial valuation in the first years
and full valuation reached thereafter. Based on the current mill levy assumptions, the general property tax
increment is estimated at approximately $366,876 per year once the project is complete.
AVON URA & DDA: A key feature of the analysis is the interaction between Avon’s overlapping tax
increment districts. The Avon Urban Renewal Authority, created in 2006 under the West Town Center
Investment Plan, can capture tax increment through calendar year 2032, with the final distribution arriving
in 2033. The Avon Downtown Development Authority, created in 2023 and including The Summit property
Page 2 of 3
within its boundaries, can continue capturing increment through 2053, with final receipt in 2054. While this
overlap is unusual, it creates a longer financing horizon for the Town’s investment. The analysis does not
assume any future extension of the DDA beyond its initial term, even though state law may allow additional
limited extensions under separate action.
CONFLUENCE/AVON STATION METRO DISTRICTS: The Confluence and Avon Station Metropolitan
District mill levies are also important to the revenue structure. Confluence currently imposes a 55-mill
property tax made up of a 23-mill operating levy and a 32-mill debt levy. Existing agreements already affect
how some of those revenues relate to Avon’s obligations for the Westin Gondola, Gondola Plaza, and
public restroom facilities. Under the negotiated arrangement, the Avon URA would retain both the operating
and debt mill levy increment during the remaining URA term, and the Avon DDA would retain the operating
mill levy increment during its initial term.
FINANCIAL STRATEGY: The proposed financing approach separates the Town’s two major
commitments. Avon would advance approximately $4 million for community housing deed restrictions and
separately finance approximately $6 million for construction of the community space. This structure is
recommended because the community housing expenditure is not suitable for tax-exempt financing, while
the community space is. Based on recent lending discussions, the private loan option at 4.3% is materially
less expensive than a taxable bond estimate of 5.82%, which supports the recommendation to use the
lower-cost financing alternative. Under the current assumptions, annual debt service on the $6 million loan
would be $450,000 beginning in 2027.
REVENUE PROJECTION: Projected cash flow shows that the Avon URA revenues should be sufficient to
cover the first seven years of community space loan payments and still leave funds available for interior
finishing. Over the URA period, projected revenues total about $4.04 million, compared with $3.15 million in
loan payments, leaving roughly $894,000 available. However, the timing of collections is an important
consideration. Because tax increment revenue ramps up in the early years, Avon would likely need to
temporarily front funds in 2027 and 2028 using unrestricted General Fund reserves or available capital
balances and reimburse those amounts as increment is received. This interim funding gap is the reason
staff proposes an intergovernmental reimbursement agreement between the Town and the URA.
After the URA period ends, the Avon DDA revenues are projected to carry the remaining debt service and
support the community housing commitment. For the 2034–2046 period, estimated DDA revenues total
about $6.70 million, which is enough to cover the remaining thirteen annual loan payments of $450,000 and
still leave an estimated balance of about $850,932. For the 2047–2054 period, after the community space
loan is fully paid, additional DDA revenues of about $4.12 million would remain available. In total, the DDA
is projected to receive roughly $10.82 million from general mill and Confluence operating mill increment
over its modeled term.
COMMUNITY HOUSING REVENUE ALLOCATION: At least 50% of DDA revenues must be used for
Community Housing per the Avon DDA Plan document. We evaluated whether the projected Avon DDA
revenue stream would be sufficient after accounting for the community space loan payments. Half of the
projected Avon DDA revenue totals approximately $5.41 million for community housing purposes. After
covering debt service, the model projects about $4.97 million remaining, resulting in a shortfall of
approximately $437,709 relative to the 50% requirement. The proposed agreement addresses this by
applying all DDA tax increment first to the annual community space loan payment and then allocating the
Page 3 of 3
remaining balance to community housing, while recognizing that some of the Confluence operating mill
increment reflects a reallocation of reduced General Fund payments rather than entirely new tax capacity.
To implement the financing plan, Staff has prepared two intergovernmental agreements: one between the
Town and the Avon URA, and one between the Town and the Avon DDA. These agreements require the
tax increment generated by The Summit be remitted to Avon through 2054. The purpose is to dedicate
those revenues clearly to the project, simplify accounting, and provide a direct mechanism for
reimbursement of Avon’s advances and repayment of the community space financing. Structuring the
revenues this way also makes it easier to track how URA funds, DDA funds, and Town expenditures are
being applied over time.
Taken together, the financial model demonstrates that the project should generate enough revenue to
cover Avon’s direct project costs and still produce a positive net benefit over the life of the tax increment
periods. Total project revenues from use tax, URA increment, and DDA increment are estimated at
approximately $16.78 million. Total modeled costs—including the $6 million community space loan
principal, approximately $3 million of interest, $800,000 for interior finish, and $4 million for community
housing—total $13.8 million. That leaves an estimated surplus of $2.98 million. Importantly, this projection
does not include several additional revenue sources, such as building permit fees, water tap fees, and real
estate transfer tax, which would further improve the Town’s overall financial position if realized as expected.
COMMUNITY SPACE PROGRAMMING AND ACTIVATION: The commercial shell space will be
constructed during the construction of The Summit building. Avon will be responsible for tenant finishes.
The commercial space is anticipated to include a coffee shop/casual lounge area on the east side, public
restrooms in the middle, and a culture and arts flex space on the west side. We do not expect the
commercial shell space to be ready for tenant finishing for at least 18 months. The CASE Committee and
Avon DDA Board will be involved in the programming and operation of this commercial community space.
RECOMMENDATION: We recommends approval of the tax increment revenue remittance agreement.
This will be a great use of DDA funds and benefit our community by adding much needed activation spaces
to serve the Avon community. Attachment A, is the IGA Tax Increment Agreement.
PROPOSED MOTION: “I move to approve Resolution 26-01 Adopting the Intergovernmental Agreement Between
the Town of Avon, Colorado and the Avon Downtown Development Authority, Concerning the Remittance of Tax
Increment Revenues until 2054.”
Thank you, Eric and Paul
ATTACHMENT A: IGA Tax Increment Agreement
ATTACHMENT B: The Summit Council Reports (May 12 & May 26)
INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN
OF AVON, COLORADO AND THE AVON DOWNTOWN
DEVELOPMENT AUTHORITY, CONCERNING THE
REMITTANCE OF TAX INCREMENT REVENUE UNTIL 2054
This Intergovernmental Agreement concerning the Remittance of Tax Increments
(the “Agreement”) is entered into by and between the Town of Avon, Colorado (“Town”),
a home rule municipality organized under the laws of the State of Colorado, and the Avon
Downtown Development Authority (the “Authority”) a Downtown Development
Authority organized pursuant to C.R.S. § 31-25-801 et. seq., individually referred to as
Party and collectively as Parties.
RECITALS
WHEREAS, the Town of Avon, Colorado, (“Town”) is a home rule municipality
duly organized and existing under Article XX of the Colorado Constitution and the Town
of Avon Home Rule Charter of 1978 (“Charter”); and
WHEREAS, the Authority is a Colorado downtown development authority
established in accordance with§ 31-25-801, et. seq. (the “DDA Act”), with the purpose of
developing Community Housing in the Avon Downtown Area to provide additional
workforce housing and to sustain and enhance a critical mass of residents in the Avon
Downtown Area necessary to support neighborhood businesses and to support the public
infrastructure and public facilities which sustain and enhance the attractiveness of business
investment in the Avon Downtown Area within the Town; and
WHEREAS, pursuant to Ordinance No. 23-02, the Town Council adopted
amendments to the Avon Municipal Code which created the Avon Downtown Development
Authority; and
WHEREAS, in furtherance of its organization and purpose, the Authority adopted
the Avon Downtown Development Authority Plan, dated October 2, 2023 (the “DDA
Plan”); and
WHEREAS, pursuant to the DDA Act and the DDA Plan, the Authority has the
ability and authority to collect and retain the District Tax Increment Revenue derived
from taxes imposed on The Summit property which is within the boundaries of the
Authority; and
WHEREAS, GP Avon Developer, LLC, is a limited liability company who is
entering into a Development Agreement with the Town for the development of a 164-unit
residential project and an approximate 4,000-square foot commercial community space
located on the approximately 1.7-acre real property located within the Town of Avon
herein referred to as “The Summit;” and
ATTACHMENT A
WHEREAS, pursuant to such Development Agreement, the Town is contributing
$5,110,000 towards the purchase of 16 Community Housing Deed Restrictions; and
WHEREAS, The Summit development is within the Avon Downtown
Development District boundary limits; and
WHEREAS, Article XIV, Section 18 of the Colorado Constitution and Sections
29-1-203 and 29-1-203.5, et seq., Colorado Revised Statutes, encourage governments to
make the most efficient and effective use of their powers and responsibilities by
cooperating and contracting among themselves, including forming a political subdivision
to provide any public improvements, functions, services, or facilities that the governments
can each provide individually; and
WHEREAS, C.R.S. § 31-25-808(f) provides that the Authority is to “cooperate
with the municipality in which the authority is located and any other governmental agency
or other public body and to enter into contracts with any such agency or body;” and
WHEREAS, the Authority has determined that it is in the best interests of the
Authority and Town and the taxpayers that the tax increments received from The Summit
be remitted back to the Town until 2054, to reimburse the Town for its significant
investment in Community Housing units at The Summit.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein expressed, it is agreed by and between the Parties hereto as follows:
AGREEMENT
Section 1. Purpose. The purpose of this Agreement is to establish that the Avon
Downtown Development Authority commits to remitting any tax increments generated by
The Summit property or development to the Town until 2054, the last year the Authority
is projected to receive the full tax increment.
Section 2. Collection and Remittance of Tax Increment. The tax increment
revenue received by the Authority derived from taxes imposed on The Summit property
through 2054 are hereby authorized and approved to be remitted to the Town, to
reimburse the Town for its investment in Community Housing units at The Summit.
Section 3. Governmental Immunity. Notwithstanding any provision in the
Agreement, the Authority and Town are relying on and do not waive or intend to waive by
any provision of this Amended and Restated Agreement, the monetary limitations or any
other rights, immunities, defenses, and protections provided by the Colorado
Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended,
or otherwise available to the Authority and Town or its officers or employees.
Section 4. Liability. In the event the Town is named as a party in any legal action
related to this Agreement and the Town’s collection the incremental tax remittance, the
Authority shall select legal counsel to represent the Town in such action. Such action shall
be vigorously defended against, the Town shall be consulted as to all significant decisions
involved in the action, and the action shall not be compromised or settled without the
Town’s consent, which consent shall not be unreasonably withheld. The Authority’s
liability shall be limited to those amounts not covered by the insurance carried by the Town.
Under no circumstances shall the Authority be liable to the Town for special, punitive,
indirect, or consequential damages suffered by the Town arising out of or in connection
with the Agreement or any lawsuit brought under this Section.
Section 5. Term of Agreement.
6.1 The Parties have determined that this Agreement, along with all of its terms,
conditions, shall go into effect as of ____________, 2026, once approved by all Parties,
and shall be in effect until 2054, the last year the Authority is projected to receive the full
tax increment.
Section 6. Enforcement. This Agreement and the terms and provisions hereof
may be enforced by either Party hereto and their successors and assigns. In the event legal
or administrative proceedings are brought against any Party for the purpose of such
enforcement, the prevailing Party shall recover from the non-prevailing Party all costs
associated therewith, including but not limited to reasonable attorney’s fees.
Section 7. Miscellaneous Provisions.
7.1 This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the Parties.
7.2 No waiver of any of the provisions of this Agreement shall be deemed, or
will constitute, a waiver of any other provision, whether or not similar, nor will any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
7.3 This Agreement constitutes the entire agreement between the Parties
regarding the subject matter thereof and shall be binding upon the Parties, their officers,
employees, agents, and assigns, and may not be assigned by any Party without the express
written consent of the other Party.
7.4 In the event that any of the terms or conditions of this Agreement or their
application shall be held invalid as to any person, entity, or circumstance by any court
having competent jurisdiction, the remainder of this Agreement and the application in
effect of its terms or conditions to such persons, entities, or circumstances shall not be
affected thereby and this Amended and Restated Agreement shall be interpreted as if such
invalid term or condition is not contained herein.
7.5 By execution of this Agreement, the undersigned each individually represent
that he or she is duly authorized to execute and deliver this Agreement and that the subject
Party shall be bound by the signatory’s execution of this Agreement.
7.6 The Parties to this Agreement do not intend to benefit any person not a party
to this Agreement. No person or entity, other than the Parties to this Agreement, shall have
any right, legal or equitable, to enforce any provision of this Agreement.
7.7 The laws of the State of Colorado, without regard to Colorado laws regarding
conflicts of law, shall govern the construction, interpretation, execution and enforcement
of this Agreement. Venue for any dispute arising out of or relating to the Agreement shall
be in the State of Colorado District Court for Eagle County.
7.8 The section headings in this Agreement have been inserted for convenience
of reference only and shall not affect the meaning or interpretation of any part of this
Agreement.
7.9 This Agreement may be executed in multiple counterparts, each of which
shall be an original, but all of which, together, shall constitute one and the same instrument.
The Parties consent to the use of electronic signatures and agree that the transaction may
be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-
71.3-101, et seq., C.R.S.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amended and Restated
Agreement the day and year first written above.
TOWN OF AVON, COLORADO, by and
through its Town Council
By: ___________________________________
Tamra Underwood, Mayor
Attest:
_________________________________
Miguel Casanueva, Town Clerk
Avon Downtown Development Authority
By: ___________________________________
Tony Emrick, Chairperson
Attest:
_________________________________
970.748.4004 eric@avon.org
TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager
RE: The Summit Development Agreement
DATE: 5/22/2026
SUMMARY: This report presents revisions to the Development Agreement for The Summit apartment
project on Lot B along with revisions to the Escrow Agreement and Parking Management Agreement.
Council reviewed the Development Agreement and related documents at its last regular Council meeting on
May 12, 2026. Final action on this Development Agreement on June 9th is anticipated and recommended
because I will not be available for June 23rd Council meeting and Council does not meet again until July 28.
Please see the May 12, 2026 Report and Council packet materials for a complete review of all documents.
REVISIONS TO THE DEVELOPMENT AGREEMENT: The Development Agreement defines both the
obligations of the developer (“Owner”) and obligations of the Town of Avon (“Avon”). Revisions to the
Development Agreement include the following:
1.Revision to specify 16 Additional Community Housing Units which will be restricted to 100% AMI
maximum rent.
2.“Development Costs” is a new definition which defines Development Costs to be inclusive of costs
in addition to direct construction costs.
3.IV.D. Milestone Dates were added to specify that the Building Permit must be obtained no later than
September 15, 2026, and Construction Completion is scheduled for December 31, 2030. NOTE:
Construction Completion in 2030 would result in a delay in the creation and recognition of the full
valuation by two years and could result in an overall reduction of projected revenues of $700,000 to
$800,000 during the remaining term of the Avon URA. A December 31, 2029 Completion Date would
result in in an overall reduction of projected revenues of $350,000 to $400,000. The revenue
projections through the remaining initial 30 year duration of the Avon Downtown Development
Authority indicates a positive balance of $2.9M of revenues over costs.
4.Parking Management Plan Agreement. A Parking Management Plan Agreement has been drafted
as an agreement between Town of Avon and Owner which parallels the Parking Management Plan
between The Summit and the Avon Center owners association. This satisfies one of Council’s
conditions for approval of The Summit Development Plan to have a parking management plan where
the Town of Avon is a party and has a right to enforce the parking plan. This is shown in the
ATTACHMENT A as fully redlined because it is a new agreement, even though similar to the existing
agreement between Grand Peaks and Avon Center.
5.Rents, Parking. VI.D. includes revisions to clarify that the determination of maximum rent for Deed
Restricted units includes cost of electric, gas, water, sewer, trash and that each Deed Restricted unit
shall have one parking space assigned at no additional cost.
6.VIII.C. Tax and Fee Waivers. Additional language was added to clarify that the tax and fee waiver
calculation shall be adjusted if the total number of Deed Restricted units changes.
7.VIII.E. Avon Financial Contribution was revised to contemplate 16 Additional Community Housing
Units and to specify that the additional $1,840,000 in funds above $4M will be due and payable at the
Attachment B
Page 2 of 7
time of issuing a Certificate of Occupancy. The request to Eagle County for a partnership
contribution will be increased from $1,110,000 to $1,475,000 and Avon would be required to
contribute and additional $365,000 at the time a Certificate of Occupancy is issued. Eagle County
cannot make a legal commitment today because it would appropriate funds in the year in which the
building is to be completed (2028 or 2029). If Eagle County did not make this contribution then the
Town of Avon could appropriate the entire funds to secure all 16 Additional Community Housing
Units. Language was added to require the Town of Avon to contribute its total financial contribution
of $10M by December 31, 2026, which coincides with the September 15, 2026 Building Permit date.
NOTE: Ideally, a building permit will be obtained in August and loan documents will be presented for
Council approval in September to close on financing in late September or October.
8. VIII.E.3. Release of Funds. Negotiations with the Owner have resulted in a proposal to stagger the
release of funds so that the entire $10M financial contribution from the Town is not released at $40M
in Development Costs (estimated 31% completion). Consideration was given to the Use Tax
payment to be paid by the Owner at Building Permit along with the remainder of the $4M initial
contribution for Additional Community Housing Units will NOT require the Town to take out a loan,
therefore the releasee of these funds are proposed to be earlier. The Owner has proposed that the
release of the remaining $6M in funds can be later in the project completion, but will create additional
interest costs for the Owner in relationship to construction financing. The Owner is proposing that the
interest accrued while these funds are in the Escrow Account be credited to the Owner and released
with the principle amount. The anticipated interest rate is 3% for the funds in the Escrow Account.
The estimated time of accrual is 1 year for the 1st $3M release of funds and 2 years for the second
and last $3M release of funds, which would result in $90,000 in interest for the 1st $3M and $180,000
for the 2nd $3M, for an estimated total interest of $270,000 to be included with the release of $6M.
The Town has not included the interest on the $6M loan proceeds that are placed into the Escrow
Account as part of the project revenues. The summary of release of funds is below.
NOTE: I believe it is preferrable for the Town’s $6M financial contribution for the Community Space
to remain in the Escrow Account longer, to be released when the project is mostly built, and to allow
the accrued interest to be included with the funds released, rather than to release the funds earlier.
Dollar
Amount
Released
Development
Cost
Estimated
Percentage
Completion
$2,000,000 $12,000,000 10%
$2,000,000 $24,000,000 20%
$3,000,000 +
interest
$91,000,000 70%
$3,000,000 +
interest
$110,000,000 85%
TOTAL
$10,270,000
Page 3 of 7
CIVIC PLAZA EASEMENT: The boundaries of the Civic Plaza Easement have been staked-out and are
more than adequate for the proposed Civic Plaza development.
COMMUNITY SPACE/COMMERCIAL SHELL: Councilors Kevin Hyatt and Lindsay Hardy were able to
meet with me for a preliminary introduction and overview of the commercial shell space and ideas on how
use and programming related to interior layout and finishing. I do not believe these details will be finalized
before approving a Development Agreement. The specifications for the commercial shell space, including
identifying locations for plumbing, mechanical, electrical, trash chute, doors and windows will be finalized
before issuance of a building permit. I have proposed revisions to Exhibit C: Community Space to better
define the area to be constructed (which is partially on Town of Avon property) to better define the area to
be conveyed to Avon on the Owners property once the commercial shell is condominimized. I am also
discuss the most practical dividing line for Town of Avon ownership and responsibility with the patio,
landscaping and Lettuce Shed Plaza.
PUBLIC IMPROVEMENTS AGREEMENT: No changes have been made to this agreement since May 8,
2026. The Public Improvements Agreement follows Avon’s template but deleted the requirement of
additional independent security due to the limited scope of public improvements and the requirement to
complete the improvements before issuance of a Certificate of Occupancy.
ESCROW AGREEMENT: Revisions to the Escrow Agreement to track the Schedule of Release of Funds
are included and show in this version of the Development Agreement, Exhibit I: Escrow Agreement.
WATER ASSIGNMENT FROM AVON WATER PORTFOLIO: Avon’s water rights portfolio consists of
water rights which are leased to the Upper Eagle Regional Water Authority (“UERWA”). The lease
agreements include guarantees to serve a specific number of Single Family Equivalents (“SFEs”). A SFE
is the assumed water required for a residential property up to 3,000 square feet, that contains a kitchen
facility. In 2005 Avon renegotiated the lease agreement for the administration of all Avon’s water rights with
UERWA. During this process Avon completed an analysis of water consumption, existing zoning, and
future water demand. The analysis resulted in an agreement with UERWA that now includes a
commitment to serve 5,282.45 SFEs. Water accounting for SFEs based on zoning (served + future
development) totals 4,927.8 SFEs, which results in 354.65 “unassigned” SFEs. The unassigned number
does NOT include projects that have been underdeveloped and are unlikely to add significant density. For
example, the Riverfront PUD contains 125 less Dwelling Units than zoned. This means we anticipate a
surplus of 200+ SFEs in addition to a full build-out scenario for all existing properties under current zoning.
Recent land use plans and approvals contemplate using additional SFEs:
• Lot 3, Sheraton Mountain Vista (67 SFEs additional),
• The Summit (50.6 SFEs additional).
• Slopeside (103 SFEs additional1),
• Sun Road redevelopment (77 SFEs additional1) .
• 91 Beaver Creek Place (9 SFEs additional1)
• Wildwood Annex Condos (12 SFEs additional1)
• Hidden Valley Estates (47 SFEs2)
• CH1 Habitat (24 SFEs3)
• CH2 Avondale (40 SFEs3)
Page 4 of 7
• State Land Board (104 SFEs4)
1. Conceptual level planning and subject to change
2. Accounted for within existing assigned 4,927.8 SFEs
3. Separate Village (at Avon) Water Bank
4. Eagle County Water Dedication for Housing SFE – preliminarily approved
Summary of Pending Development and Water Right Assignment:
Unassigned = 354.65
Lot 3 + Summit + Slopeside + Sun Road + 91 Beaver Creek Place + Wildwood Annex = 318.6
Remaining Unassigned = 36.05 [NOT including underdeveloped properties not likely to increase
development]
In addition to that analysis, an effort has begun to explore converting the guarantee to serve SFEs to a
guarantee to serve a commensurate volume of water consumption as specified in the underlying water
rights decrees. Actual usage per unit is roughly 20% less than the water usage assumptions in the water
rights decree, which means the guarantee to serve could potentially be increased by as much as 1,000
more units under the same water rights portfolio.
There are many variables as well as unknowns with climate change. This analysis shows that Avon can
comfortably assign water rights to serve an additional 50.6 SFEs without over committing our water rights
to serve all future development under current zoning as well as identified additional Community Housing
development over the next 10-20 years.
EXTERIOR ENERGY OFF-SET PROGRAM: The Exterior Energy Offset Program (“EEOP”) was updated
in January 2025 to modernize energy calculations and mitigation requirements for projects that contain fire
pits, pools, and/or snowmelt systems. The updated EEOP regulations added a cap of 6,000 square feet for
exterior snowmelt systems. The Calculation Sheet for the EEOP breaks down the projected energy use for
projects, associated energy offset required, fees, and credits. Applicants may apply for credits to reduce
the exterior energy offset “by producing on-site renewable energy, using all-electric energy efficient
technologies, and/or utilizing the Avon wastewater treatment heat recovery system.” Further, the credits for
utilization of Avon’s Wastewater Heat Recovery System “shall be determined on a case-by-case basis.”
The Summit building plans include a 12,896 square foot snowmelt plan. The snowmelt area includes the
vehicle ramp down to parking levels, amenity areas, and paths connecting West Beaver Creek Boulevard
with the Pedestrian Mall.
[picture on next page]
Page 5 of 7
According to the EEOP regulations “an administrative reduction or waiver of EEOP fees may occur when
reasonable alternatives are not available for ADA access.” A reduction request of 3,928.8 square feet for
ADA access was submitted for a series of 5’ wide ADA routes through the project.
[picture on next page]
Page 6 of 7
The EEOP ordinance does not contemplate exceptions to the 6,000 square foot limitation. Council has the
ability to approve this request as part of the Development Agreement. The 6,000 square foot limitation
originated in an earlier version of the Pitkin County regulations – but has since changed to a limitation on
Btus/year.
The estimated energy demand of the snowmelt system is 263.70 kW, with fees totaling $857,025 if there is
no offset. In lieu of providing on-site renewable energy (or battery storage), the design team has worked
with Staff to model the total energy potential of utilizing the Avon Wastewater Heat Recovery System. The
design engineers confirmed there is adequate capacity in the Avon Wastewater Heat Recovery System to
pull excess heat into the parking structure of the Summit. The modeled energy use for tapping into the
Avon Wastewater Heat Recovery System is 483,000 kWh of electricity, or the equivalent of 322.29 kW of
photovoltaic solar installation.
The expense to run heat recovery loops to the project site is unknown. The expense to run a line through
the parking structure toward future Sun Road redevelopment is also unknown, but would be borne by the
developer. Ongoing use charges and maintenance will be further developed and presented to Council at a
later date when these costs are determined.
Does Council accept a snowmelt system that exceeds the 6,000 square foot maximum requirement?
Page 7 of 7
Does Council endorse using the Avon Wastewater Recovery project to fully offset exterior energy
use of the snowmelt system?
REMAINING DETAILS TO FINALIZE: Significant progress has been made to prepare the Development
Agreement and related documents and agreements to fully implement the Development Agreement. One
outstanding issue is finalizing the engineering drawings for the Public Improvements Agreement – Exhibit
G. Review of engineering drawings for a Public Improvements Agreement is typically performed
administratively.
RECOMMENDATION: If Council approves the proposed schedule for the Release of Funds, then I
recommend Council approve The Summit Development Agreement. If Council desires more time to
consider the Development Agreement, or to further review the release of funds, or if there are additional
details that need attention, then I suggest continuing to June 9, 2026 to allow the time to finalize the
documents and details that are outstanding as described above.
PROPOSED MOTION: “I move to approve The Summit Development Agreement, and various exhibits and
related agreements as presented, and direct and authorize the Town Attorney and Town Manager to
finalize Exhibit C: Community Space, the engineering drawings in Exhibit G: Public Improvements
Agreement.”
ALTERNATE MOTION: “I move to continue consideration of The Summit Development Agreement to the
June 9, 2026 Council meeting.”
Thank you, Eric
ATTACHMENT A: The Summit Development Agreement – REDLINE to the May 12, 2026 DRAFT
1
6637119.76637119.8
THE SUMMIT
DEVELOPMENT AGREEMENT
THIS THE SUMMIT DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into
as of _______, 2026 (“Effective Date”) by and between GP Avon Developer, LLC, a Delaware
limited liability company (together with its successors and assigns, “Owner”) and the Town of
Avon, a home rule municipal corporation of the State of Colorado (“Avon”) (Owner and Avon
may be referred to individually as “Party” and collectively as “Parties”).
RECITALS
This Agreement is made with reference to the following facts:
A.Initially capitalized words and phrases used in this Agreement have the meanings set forth
in Section I;
B.The Owner owns the approximately 1.7-acre real property located in Avon and legally
described in Exhibit A attached hereto and incorporated herein (the “Property”);
C.The Owner submitted to Avon a Major Development Plan (File No. MJR25003)
application (“Major Development Plan”) and Development Bonus (File No. DEB25001)
application (“Development Bonus”) for the development of a 164-unit residential project
and an approximate 4,000-square foot commercial community space on the Property
referred to as “The Summit”;
D.Public Hearings were held by the Avon Planning and Zoning Commission on
November 17, 2025 and December 8, 2025 and held by Avon Town Council (“Council”)
on January 13, 2026, February 10, 2026, and March 10, 2026;
E.Council approved the Major Development Plan and the associated Development Bonus
applications on March 10, 2026 with certain conditions, as set forth in the Findings of Fact
and Record of Decision;
F.Avon and the Owner each have various obligations which must be coordinated for the
successful development of The Summit, including but not limited to design, financing,
construction, property conveyances, and execution of various legal documents concerning
ownership, Community Housing Deed Restrictions and other matters affecting title to the
Property and the rights of the Parties; and
G.Development of the Property in accordance with this Agreement will provide for orderly
growth in accordance with the policies and goals set forth in the Avon Comprehensive Plan
and will specifically implement goals and strategies of the Avon Urban Renewal Authority
West Town Center Investment Plan, the Avon Downtown Development Authority Plan
and the Avon Community Housing Plan.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
2
6637119.76637119.8
AGREEMENT
NOW, THEREFORE, in consideration of the recitals set forth above, the terms, conditions,
covenants and mutual promises set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and Avon
agree as follows with respect to development of the Property:
I. DEFINITIONS
A.$4,000,000 Contribution has the meaning set forth in Section IX.D.1.
B.$6,000,000 Contribution has the meaning set forth in Section IX.D.1.
C.Additional Community Housing Units means the fourteensixteen
(1416) Community Housing Units which are in addition to the four (4) Employee
Mitigation Units.
D.Agreement has the meaning set forth in the introductory paragraph of this
Agreement.
E.AMI means Area Medium Income as reported by CHFA.
F.Avon has the meaning set forth in the introductory paragraph of this Agreement.
G.Avon Center Agreement means the Amended and Restated Consolidated
Agreement by and between the Owner and Avon Center at Beaver Creek – I
Homeowners Association, to be recorded in the Eagle County clerk and recorder’s
office contemporaneously with the Effective Date.
H.Avon Community Housing Policies means the Avon Community Housing
Policies adopted by Avon and amended from time to time.
I.Avon Contributions has the meaning set forth in Section XI.L.
J.Building means the mixed-use building to be constructed on the Property as part
of the Development.
K.CASE Committee has the meaning set forth in Section VI.E.1VI.F.1.
L.Certificate of Occupancy means the earlier of a temporary certificate of
occupancy or a final certificate of occupancy issued for the Development by the
Town.
M.CHFA means the Colorado Housing and Finance Authority.
N.Civic Plaza means the area of the Development between the Avon Town Hall and
Pedestrian Mall as depicted in Exhibit B to be constructed as a civic plaza in
accordance with the Development Plan.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
3
6637119.76637119.8
O.Community Housing means Community Housing as defined in Municipal Code
Section 3.14.020 subject to specific terms defined in this Agreement.
P.Community Housing Deed Restriction(s) means the form of a Community
Housing Deed Restriction prepared and approved by Avon which is consistent with
the terms in this Agreement and which references and incorporates the Avon
Community Housing Policies.
Q.Community Housing Financial Contribution has the meaning set forth in
Section VIII.E.
R.Community Space means the approximately 4,000-square foot commercial space
to be located on the ground floor of the Building and appurtenant use rights over
the adjacent patio and landscape area between such commercial space and the
Pedestrian Mall as depicted in Exhibit C.
S.Community Space Financial Contribution has the meaning set forth in
Section VIII.F.
T.Council has the meaning set forth in Recital D.
U.Deed Restricted Housing Units means, collectively, the Employee Mitigation
Units and the Additional Community Housing Units.
V.Deferred Contribution has the meaning set forth in Section IX.D.3.
W.Development means the development of the Property in accordance with the
Development Plan, including the Building structure, shared parking structure
access ramp, landscaping, patios, walkways, signage, and Public Improvements.
X.Development Bonus has the meaning set forth in Recital C.
Y.Development Costs means the costs Owner incurs to design and build the
Development, which costs include, without limitation, costs to acquire the Property,
third party design, engineering, and legal fees, permit fees, and construction costs.
Z.Y. Development Plan means the Major Development Plan and the associated
Development Bonus, subject to the conditions stated in the Findings of Fact and
Record of Decision.
AA.Z. Effective Date has the meaning set forth in the introductory paragraph of this
Agreement.
BB.AA. Employee Mitigation Units means the four (4) Community Housing units
which are required by the Municipal Code and which are calculated, defined and
required in the Development Plan to mitigate the housing for employees generated
by the Development.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
4
6637119.76637119.8
CC.BB. Escrow Account means the Escrow Account established by the Escrow
Agreement and for which Land Title Guarantee Company is the escrow agent.
DD.CC. Escrow Agreement means the Escrow Agreement set forth in Exhibit I which
specifies the terms for receipt and disbursement of Avon’s financial obligations for
the construction of the Community Space and for the Community Housing Deed
Restrictions.
EE.DD. Findings of Fact and Record of Decision means Council’s Findings of Fact
and Record of Decision for the Development Bonus and Major Development Plan
attached as Exhibit F.
FF.EE. Major Development Plan has the meaning set forth in Recital C.
GG.FF. Mediator has the meaning set forth in Section IX.F.
HH.GG. Municipal Code means the Avon Municipal Code, including the Avon
Development Code, as may be amended from time to time.
II.HH. Owner has the meaning set forth in the introductory paragraph of this
Agreement.
JJ.II. Party/ies has the meaning set forth in the introductory paragraph of this
Agreement.
KK.JJ. Pedestrian Connection means the ten (10)-foot wide public pedestrian path
connection between the public sidewalk on West Beaver Creek Boulevard and the
Pedestrian Mall as depicted in Exhibit D.
LL.KK. Pedestrian Mall means the Avon Pedestrian Mall located on a portion of
Tract G and generally running from Possibility Plaza to Mikaela Way and then to
Lake Street.
MM.LL. Property has the meaning set forth in Recital B.
NN.MM. Public Improvements means the improvements on West Beaver Creek
Boulevard to provide vehicle access to the parking garage ramp, to the surface
parking area, and the reconfiguration of West Beaver Creek Boulevard to create a
loading zone/delivery area and the extension of the heat recovery utility line to the
Property, all as further defined in the Exhibit G.
OO.NN. Reciprocal Access Easement Agreement means that certain Reciprocal
Access Easement Agreement recorded in the Eagle County clerk and recorder’s
office on November 16, 2000 at Reception No. 744155.
PP.OO. SFEs has the meaning set forth in Section VIII.B.
QQ.PP. TABOR has the meaning set forth in Section XI.L.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
5
6637119.76637119.8
RR.QQ. Term means the Term as defined in Section III.
II. EXHIBITS
A.EXHIBIT A: Legal Description of the Property
B.EXHIBIT B: Civic Plaza Description
C.EXHIBIT C: Community Space
D.EXHIBIT D: Pedestrian Connection
E.EXHIBIT E: Designation of Deed Restricted Units
F.EXHIBIT F: Findings of Fact and Record of Decision
G.EXHIBIT G: Public Improvements Agreement
H.EXHIBIT H: Parking Management Plan Agreement
I.EXHIBIT I: Escrow Agreement
III. TERM
A.The “Term” of this Agreement shall commence on the Effective Date of this
Agreement and shall continue after construction of the Building for so long as the
Building continues to exist and for three (3) years after such time the Building no
longer exists on the Property. In the event the Building is destroyed, or partially
destroyed, by fire or other calamity and then reconstructed within three (3) years,
such reconstructed building shall be deemed the Building and this Agreement shall
continue in full force and effect until three (3) years after the reconstructed Building
no longer exists. The Parties may terminate this Agreement earlier by mutual
written agreement signed by both Parties and recorded in the Eagle County clerk
and recorder’s office.
IV. OWNER’S GENERAL OBLIGATIONS
Owner has the following general obligations:
A.Reasonableness. Owner has a general obligation to not withhold or unreasonably
delay any review or approval required in this Agreement.
B.Construction of Development. The Owner has a general obligation to timely
construct the Development substantially in accordance with the details and
specifications set forth in the Development Plan and the terms of this Agreement.
Such obligation shall include, but not be limited to, timely completing all designs
and engineering, retaining a suitable contractor, making commercially reasonable
efforts to secure necessary financing, and finalizing and executing all agreements
that may be necessary for the construction and completion of the Development.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
6
6637119.76637119.8
This obligation shall commence upon the Effective Date and continue until the
issuance of a Certificate of Occupancy.
C.Indemnification. Owner shall indemnify, hold harmless, and defend Avon from
any legal claims or claims of damages arising from the design, financing,
contracting, construction or general development of the Development, except to the
extent such claims arise in whole or part from acts of negligence of Avon. The
obligations set forth in this Section IV.C shall survive the expiration of earlier
termination of this Agreement.
D.Milestone Dates.
1.Building Permit. As of the Effective Date, the Owner has submitted a
building permit application for the construction of the Development to
Avon. The deadline for the Owner to obtain such building permit from
Avon is September 15, 2026.
2.Construction Completion. The Owner shall cause the complete
construction of the Development by December 31, 2030.
V. OWNER’S OBLIGATIONS PRIOR TO ISSUANCE OF BUILDING PERMIT
Owner has the following obligations which must all be completed and fully satisfied prior
to the issuance of a building permit for the Development:
A.Complete Design of the Community Space. As of the Effective Date, Owner has
coordinated with Avon to complete and finalize the design of the Community
Space, which design level is generally referred to as a “commercial shell” and
includes the perimeter walls, exterior doors, windows (including a minimum of one
16’ full length window wall opening), shaft to connect to equipment provided on
the roof for heating and cooling, exterior exhaust for restrooms and food and
beverage area, electrical lines stubbed to space and sufficient for intended uses
including electrical service sufficient for food and beverage operations, exterior
electrical outlets to serve the patio area, connections for water and waste water,
fiber optic connection, chute to trash room in the first level of the parking structure,
open ceiling, and exterior water spigot adjacent to the patio.
B.Reciprocal Access Easement Agreement Supplement. The Owner shall execute
a supplemental agreement to the Reciprocal Access Easement Agreement with the
owner of Lot 3, Sheraton Mountain Vista subdivision, in a form reasonably
satisfactory to Avon, that addresses the location, installation, and ongoing
maintenance of the heating system for snow melt in the Development’s parking
structure.
C.Agreement with Avon Center. Owner shall execute the Avon Center Agreement
and comply with the terms set forth therein.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
7
6637119.76637119.8
D.Parking Management Plan Agreement with Avon. Owner shall execute the
Parking Management Plan Agreement, substantially in the form attached hereto as
Exhibit H, and comply with the terms set forth therein.
E.D. Conveyance of Civic Plaza Easement. The Owner shall prepare the legal
description for the Civic Plaza and grant Avon a perpetual non-exclusive easement
over the Civic Plaza via a separate document mutually agreed upon by the Owner
and Avon and recorded in the Eagle County clerk and recorder’s office. The Civic
Plaza configuration shall coordinate with the Pedestrian Mall design and which
shall be subject to review and approval by Avon. The Parties shall work together
to coordinate and align the designs and plans for the Owner’s landscape, the
Pedestrian Mall, and the Civic Plaza; provided, however, that completion of Avon’s
designs and plans and/or complete alignment of the design shall not impede or delay
Avon’s issuance of a building permit to the Owner for the Development.
F.E. Easement for Heat Recovery System Utility Line. Owner shall provide Avon
an easement to extend the heat recovery system utility line through the Property to
West Beaver Creek Boulevard in a form that includes the location and route of the
utility line that is mutually acceptable to Avon and the Owner.
VI. OWNER’S OBLIGATIONS PRIOR TO CERTIFICATE OF OCCUPANCY
Owner has the following obligations which must all be completed and fully satisfied prior
to the issuance of a Certificate of Occupancy for the Development:
A.Construction of Public Improvements. The Owner shall cause the timely
construction of the Public Improvements in accordance with the Public
Improvements Agreement in Exhibit G.
B.Construction of Community Space. The Owner shall construct the Community
Space and appurtenant improvements as described in Exhibit C.
1.Inspections. Avon shall have the right to inspect the construction of the
Community Space to determine compliance with the approved designs.
2.Change Orders. If Avon requests design changes from the Community
Space designs approved by Avon prior to issuance of a building permit then
Avon shall be responsible for the cost of design and construction of such
change. Owner may refuse change orders if such change order would
unreasonably frustrate or delay the construction of the Development.
3.Approval and Acceptance. Avon shall have the right to approve and
accept the completed construction of the Community Space which shall be
constructed in accordance with building permit plans or with such changes
as may be approved or requested by Avon.
4.Construction Contracts. Avon shall be listed as additional insured in any
Development construction contract.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
8
6637119.76637119.8
5.Assignment of Warranties. Where possible, the Owner shall assign any
assignable warranties from the Development construction contract for the
Community Space to Avon upon issuance of a Certificate of Occupancy.
C.Creation of Community Space. Owner shall prepare a condominium or planned
community map or plat for the Development for review and approval by Avon
which depicts the Community Space as a separate unit and the four (4) designated
parking spaces associated with the Community Space as limited common elements
allocated to such unit, and shall prepare associated owners association covenants
(aka declaration of covenants, conditions and restrictions) which shall address dues
and fees for operation, maintenance and replacement, shall define division of
responsibilities and shall define Avon’s rights as an owner in an Owners’
Association. Avon shall waive all application, plan review, and impact fees (if any)
associated with the creation of such condominium or planned community map or
plat.
D.Deed Restricted Housing Units.
1.Employee Mitigation Units. The Development shall include a total of
four (4) Employee Mitigation Units, which shall be apartment unit
numbers. 404, 417426, 419517, and 426519 (such units are depicted as the
wave-hatched apartment units on the Overall 4th and 5th Level Plate Plan
set forth in Exhibit E), or such other apartment units as may be periodically
reconfigured and/or redesignated upon mutual agreement of the Owner and
Avon Town Manager. The Employee Mitigation Units shall be subject to a
Community Housing Deed Restriction with the following terms:
(a)The maximum allowable rent (inclusive of monthly rent, electric,
gas, water, wastewater, and trash charges) that can be charged is
120% AMI as reported by CHFA;
(b)Each Employee Mitigation Unit shall be assigned one exclusive
parking space, selected by the Owner in its reasonable discretion, at
no additional cost.
(c)(b) Any future sale of any Employee Mitigation Unit, if sold as a
separate unit and not as part of a sale of the entire residential portion
of the Development, shall be sold at price not to exceed 120% AMI,
as set forth in the Community Housing Deed Restriction, and shall
be subject to restriction on appreciation of the sales price for future
resales as defined in the Community Housing Deed Restriction; and,
(d)(c) The Avon Community Housing Policies shall be referenced and
shall apply to the extent they are not inconsistent with the terms of
this Agreement.
2.Additional Community Housing Units. There shall be a total of
fourteensixteen (1416) Additional Community Housing Units which shall
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
9
6637119.76637119.8
be apartment unit numbers 117, 119, 204, 208, 210, 217, 219, 226, 304, 308,
310, 317, 319, and 326, 417, and 419 (such units are depicted as the
cross-hatched apartment units on the Overall Entry, 2nd, and 3rd, and 4th
Level Plate Plan set forth in Exhibit E), or such other apartment units as
may be periodically reconfigured and/or redesignated upon mutual
agreement of the Owner and Avon Town Manager. The Additional
Community Housing Units shall be subject to a Community Housing Deed
Restriction which limits the maximum rent charged to 100% AMI as
reported by CHFA.
(a)The maximum allowable rent (inclusive of monthly rent, electric,
gas, water, wastewater, and trash charges) that can be charged is
100% AMI as reported by CHFA;
(b)Each Additional Community Housing Unit shall be assigned one
exclusive parking space, selected by the Owner in its reasonable
discretion, at no additional cost.
(c)(b) Any future sale of any Additional Community Housing Unit, , if
sold as a separate unit and not as part of a sale of the entire
residential portion of the Development, shall be sold at price not to
exceed 100% AMI, as set forth in the Community Housing Deed
Restriction, and shall be subject to restriction on appreciation of the
sales price for future resales as defined in the Community Housing
Deed Restriction; and,
(d)3. The Avon Community Housing Policies shall be referenced and
shall apply to the extent they are not inconsistent with the terms of
this Agreement.
E.Community Housing Deed Restrictions. Owner shall execute the Community
Housing Deed Restrictions for the Employee Mitigation Units and the Additional
Community Housing Units and then deposit the Community Housing Deed
Restrictions in the Escrow Account.
F.Art Mural. Owner shall finalize the design of an art mural that is approximately
eight hundred (800) square feet in size and twenty-one (21) feet wide by thirty-nine
(39) feet tall and generally in the location depicted in the Development Plan. The
Owner shall install such art mural as follows:
1.CASE Committee Review. Owner shall submit an application to Avon’s
Culture Arts and Special Events Committee (“CASE Committee”) which
provides a depiction of the art mural and describes the method of installation
(paint or vinyl). The CASE Committee shall review and approve the art
mural.
2.Installation. Owner shall cause the art mural to be installed as approved
by the CASE Committee.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
10
6637119.76637119.8
VII. OWNER’S ON-GOING OBLIGATIONS
Owner has the following obligations which continue after the issuance of Certificate of
Occupancy for the Development:
A.Maintenance of Pedestrian Connection. Owner shall have an on-going
obligation to maintain the Pedestrian Connection, including prompt removal of
snow and other debris and general maintenance of the Pedestrian Connection path
in good repair. Owner hereby covenants that the Pedestrian Connection shall be
open and accessible for use by the general public, except reasonable times for
maintenance, repair, and replacement. Avon is a beneficiary and shall have the
right to enforce this covenant.
B.Maintenance of Outdoor Common Area Landscaping and Hardscape. Owner
shall have an on-going obligation to maintain the outdoor landscaping and
hardscape improvements as generally required for all properties in Avon with an
approved Development Plan.
C.Maintenance of the Art Mural. Owner shall have on-going obligation to maintain
the art mural in good repair or replace the art mural with substantially the same
design and color when repair is not practical or feasible.
D.Outdoor Water Use. The Property has an irrigation limitation of
16,117 square feet of landscaped area as approved in the Development Plan.
Owner shall install a manual shut-off valve and separate irrigation meter pursuant
to Municipal Code Section 7.28.050(m)(7)(i)(B) and (D). Owner shall not exceed
the maximum allowable outdoor water use limit for the Development as established
by the Upper Eagle Regional Water Authority’s Water Service Agreement. Avon
reserves the right to determine a different maximum allowable outdoor water use
limit as well as reserves the right to curtail water use through fines, penalties and
other enforcement actions during drought conditions in a manner that is generally
applicable in the Town of Avon.
E.Maintenance of Parking Structure. Owner shall have an on-going obligation to
cause the maintenance of the parking structure, including prompt removal of debris,
annual pressure wash cleaning, and repair of any components of the parking
structure which affects the structural integrity or functionality of the parking
structure.
F.Parking Management Plan. The Owner shall comply with the Parking
Management Plan set forth in Exhibit H.
G.Compliance with Avon Center Agreement. Owner shall comply with the terms
set forth in the Avon Center Agreement, which obligation shall commence upon
the Effective Date and shall continue until the earlier to occur of (1) expiration of
the Term or (2) expiration or termination of the Avon Center Agreement.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
11
6637119.76637119.8
H.Compliance with Reciprocal Access Easement Agreement. The Owner shall
comply with all terms set forth in the Reciprocal Access Easement Agreement.
I.Insurance. The Owner shall obtain and maintain an insurance policy for the
replacement of the Building in the event of a fire or other casualty.
VIII. AVON’S OBLIGATIONS
A.Reasonableness. Avon (including the CASE Committee and all other committees,
departments, and instrumentalities of Avon) has a general obligation to not
withhold or unreasonably delay any review or approval required in this Agreement.
B.Water Service. Avon agrees to assign adequate single-family equivalents
(“SFEs”) necessary to serve the entire Project with water from Avon’s portfolio of
guaranteed SFEs described in Avon’s agreement with the Upper Eagle Regional
Water Authority.
C.Community Housing Tax and Fee Waivers. Avon approves tax and fee waivers
in accordance with Municipal Code Chapters 3.09 and 3.14 as follows:
1.Waiver Calculation. The waiver in accordance with Municipal Code
Chapter 3.14 is calculated as 13.114.3% based on the equivalent of
2224 total Community Housing units [1416 Additional Community
Housing Units + 4 Employee Mitigation Units + the Community Space
equivalent of 4 Community Housing units = 2224] divided by 168
equivalent apartment units [164 apartment units + 4 equivalent apartment
units for the Community Space = 168]. Should the number of Additional
Community Housing Units and/or Employee Mitigation Units and/or the
size of the Community Space change, then the Parties agree that the
foregoing percentage tax and fee waiver shall also be adjusted
proportionately.
2.Building Permit and Plan Review Fees. Avon agrees to waive 13.114.3%
of the building permit and plan review fees as calculated for the entire
Development.
3.Use Tax. Avon agrees to waive 13.114.3% of the Use Tax calculated for
the entire Development.
D.Heat Recovery System Utility Line; Exterior Energy Offset Program. Avon
shall permit the Property to connect to Avon’s existing heat recovery system utility
line at no additional cost to the Owner, and Avon shall grant such license(s) or
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
12
6637119.76637119.8
easement(s) necessary to facilitate such connection. Avon agrees to waive all
Exterior Energy Offset Program fees for the Project.
E.Avon Financial Contribution.
1.E. Community Housing Financial Contribution. Avon shall contribute
a total of FIVE MILLION ONEEIGHT HUNDRED TENFORTY
THOUSAND DOLLARS (US $5,110,0005,840,000) for the purchase of
fourteensixteen (1416) Community Housing Deed Restrictions
(“Community Housing Financial Contribution”) as follows:
(a)1. The Use Tax paid at the time of receiving a building permit for
the Development shall be deposited into the Escrow Account in
accordance with the Escrow Agreement.
(b)2. Avon shall contribute additional funds to the Escrow Account to
supplement the amount of the Use Tax paid in the amount sufficient
to provide FOUR MILLION DOLLARS (US $4,000,000) total as
Avon’s contribution for the purchase of eleven (11) of the
Community Housing Deed Restrictions on the earlier of (i) within
ten (10) business days of deposit of the Use Tax, or
(ii) December 31, 2026.
(c)3. Provided thatAvon and/or Eagle County provides such funds to
Avon, Avon shall contribute an additional ONE MILLION
ONEEIGHT HUNDRED TENFORTY THOUSAND DOLLARS
(US $1,110,0001,840,000) to the Escrow Account, as Avon’s
contribution for the purchase of threefive (35) of the Community
Housing Deed Restrictions, within ten (10) days of issuance of a
Certificate of Occupancy.
4. The total funds for Community Housing deposited in the Escrow Account
pursuant to Sections VIII.E.1 and VIII.E.2 shall be released and disbursed
to the Owner, and may thereafter be used by the Owner to pay or reimburse
costs of the Development, at such time as the Owner provides evidence
reasonably satisfactory to Avon that: (a) not less than FORTY MILLION
DOLLARS (US $40,000,000.00) of the Owner’s funds have been spent on
the cost of the Development; and (b) the Owner has secured the remaining
funds necessary to construct the Development, based on the guaranteed
maximum price set forth in the Development’s construction contract.
5. The funds for Community Housing deposited in the Escrow Account pursuant to
Section VIII.E.3 shall be released and disbursed to the Owner, and may
thereafter be used by the Owner to pay or reimburse costs of the
Development, concurrently with the execution of the Community Housing
Deed Restriction for three (3) units at a closing to be held within ten
(10) days after such funds are deposited into the Escrow Account.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
13
6637119.76637119.8
2.F. Community Space Financial Contribution. Avon shall contribute a
total of SIX MILLION DOLLARS (US $6,000,000) for the construction of
the Community Space (“Community Space Financial Contribution”) as
follows:
(a)1. Avon shall secure financing and/or appropriate available cash
funds at Avon’s discretion, adopt an ordinance as may be required,
amend the Avon budget as may be required, and deposit SIX
MILLION DOLLARS (US $6,000,000) into the Escrow Account
on the earlier to occur of (i) within ninety (90) days of issuance of a
building permit for the Development, or (ii) December 31, 2026.
3.2. The totalRelease of Funds. As to be further described in the Escrow
Agreement, the funds for the Community Housing Financial Contribution
and the Community Space Financial Contribution indeposited into the
Escrow Account contemplated in this Section VIII.Fby Avon pursuant to
Sections VIII.E.1(a), VIII.E.1(b), VIII.E.1(c), and VIII.E.2(a) shall be
released and disbursed to the Owner, and may thereafter be used by the
Owner to pay or reimburse costs of the Development, in the amounts and at
such times as follows:
(a)TWO MILLION DOLLARS (US $2,000,000) at such time as the
Owner provides evidence reasonably satisfactory to Avon that:
(ai) not less than FORTYTWELVE MILLION DOLLARS (US
$40,000,000.0012,000,000.00) of the Owner’s funds have been
spent on the cost of the Development Costs; and (bii) the Owner has
secured the remaining funds necessary to construct the
Development, based on the guaranteed maximum price set forth in
the Development’s construction contract.
(b)TWO MILLION DOLLARS (US $2,000,000) at such time as the
Owner provides evidence reasonably satisfactory to Avon that an
additional TWELVE MILLION DOLLARS (US $12,000,000) (for
a total of TWENTY FOUR MILLION DOLLARS (US
$24,000,000)) of the Owner’s funds have been spent on
Development Costs.
(c)THREE MILLION DOLLARS (US $3,000,000) (plus all interest in
the Escrow Account) at such time as the Owner provides evidence
reasonably satisfactory to Avon that an additional SIXTY SEVEN
MILLION DOLLARS (US $67,000,000) (for a total of NINETY
ONE MILLION DOLLARS (US $91,000,000)) of the Owner’s
funds have been spent on Development Costs.
(d)THREE MILLION DOLLARS (US $3,000,000) (plus all interest in
the Escrow Account) at such time as the Owner provides evidence
reasonably satisfactory to Avon that an additional NINETEEN
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
14
6637119.76637119.8
MILLION DOLLARS (US $19,000,000) (for a total of ONE
HUNDRED TEN MILLION DOLLARS (US $110,000,000) of the
Owner’s funds have been spent on Development Costs.
(e)ONE MILLION EIGHT HUNDRED FORTY THOUSAND
DOLLARS (US $1,840,000) and all remaining funds in the Escrow
Account within ten (10) days of the issuance of a Certificate of
Occupancy for the Development.
F.G. Temporary Certificate of Occupancy. Notwithstanding anything in this
Agreement to the contrary, and provided the Owner otherwise agrees to promptly
complete the unfinished work outlined below, Avon shall issue a temporary
certificate of occupancy for the Development and permit residents to move into the
Building, if:
1.The Owner has substantially completed the construction of the Public
Improvements and the remaining work does not create a safety hazard;
2.The Owner is unable to complete the road work portion of the Public
Improvements because it is during a period where Avon does not permit
work within the roadway;
3.The Owner has substantially completed the construction of the Community
Space and the remaining work does not create a safety hazard; or
4.It is not feasible to complete the art mural due to weather or other
unforeseen events.
IX. DEFAULT, REMEDIES AND TERMINATION
A.Default by Avon. A “breach” or “default” by Avon under this Agreement shall be
defined as Avon’s failure to perform any of its material obligations under this
Agreement, after the applicable cure period described in Section IX.C, below.
B.Default by Owner. A “breach” or “default” by the Owner shall be defined as the
Owner’s failure to fulfill or perform any of its material obligations contained in this
Agreement following the applicable cure period described in Section IX.C below,
or the Owner’s failure to fulfill or perform any material obligation of the Owner
contained in any other written agreement relating to the Property between Avon
and the Owner following any applicable cure period contained in such agreement.
C.Notices of Default. In the event of a default by either Party under this Agreement,
the non-defaulting Party shall deliver written notice to the defaulting Party of such
default, at the address specified in Section X, and the defaulting Party shall have
five (5) days for monetary obligations and thirty (30) days for non-monetary
obligations from and after receipt of such notice to cure such default. With respect
to non-monetary obligations, if such default is not of a type that with the exercise
of reasonable diligence can be cured within such thirty (30) day period and the
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
15
6637119.76637119.8
defaulting Party gives written notice to the non-defaulting Party within such
thirty (30) day period that it is actively and diligently pursuing such cure, the
defaulting Party shall have a reasonable period of time up to one hundred
twenty (120) days given the nature of the default to cure such default, or such
longer period if mutually agreed by the Parties, provided that such defaulting Party
is at all times within such additional time period actively and diligently pursuing
such cure.
D.Remedies for Default by Avon. If a default by Avon under this Agreement is not
cured as described in Section IX.C, the Owner shall have the right to enforce
Avon’s obligations by an action for any equitable remedy, including, without
limitation, injunction or specific performance or an action to recover damages.
Each remedy in this Section IX.D is cumulative and is in addition to every other
remedy provided for in this Agreement or otherwise existing at law or in equity.
Without limiting the foregoing, and by way of example:
1.If Avon does not make either or both of the $4,000,000 Community
Housing Financial Contribution required by
Section VIII.E.2Sections VIII.E.1(a) and VIII.E.1(b) (the “$4,000,000
Contribution”), or the $6,000,000 Community Space Financial
Contribution required by Section VIII.FVIII.E.2(a) (the “$6,000,000
Contribution”), then Owner, at its option, shall not be required to construct
the Development and shall be relieved of any further obligations under this
Agreement;
2.If Avon does not make either or both of the $4,000,000 Contribution and
the $6,000,000 Contribution, but Owner nevertheless elects to proceed with
the Development, then (a) if Avon does not make the $4,000,000
Contribution, the number of Deed Restricted Housing Units shall be
reduced by eleven (11), and (b) if Avon does not make the $6,000,000
Contribution, Owner shall not be required to create the Community Space
as a separate unit or to convey the Community Space to Avon; and
3.If Avon makes the $4,000,000 Contribution and the $6,000,000
Contribution, but does not make the $1,110,0001,840,000 Community
Housing Financial Contribution required by Section VIII.E.3VIII.E.1(c)
(the “Deferred Contribution”), Owner shall not be relieved of its
obligations under this Agreement, but the number of Deed Restricted
Housing Units shall be reduced by threefive (35).
No default by Avon shall affect the Owner’s rights to construct the Development
in accordance with the Development Plan and the associated Development Bonus.
E.Remedies for Default by the Owner. If any default by the Owner under this
Agreement is not cured as described in Section IX.C, Avon shall have the right to
enforce the Owner’s obligations hereunder by an action for any equitable remedy,
including injunction or specific performance, or an action to recover damages.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
16
6637119.76637119.8
Each remedy in this Section IX.E is cumulative and is in addition to every other
remedy provided for in this Agreement or otherwise existing at law or in equity. A
default of this Agreement by the Owner also constitutes a violation of the Municipal
Code and non-compliance with the Development Plan for this Property and Avon
shall have all enforcement rights as described in the Municipal Code and other
applicable sections of the Municipal Code concerning enforcement and penalties
for violations.
F.Mediation. The Parties agree that prior to submitting any controversy or claim
arising out of or relating to this Agreement, including, without limitation, any
breach, default, or interpretation hereof, to a legal process, and as a prerequisite to
initiating any legal process, the Parties shall attempt to resolve the controversy or
claim in good faith in accordance with the procedures stated in this Section IX.F.
The Party asserting the breach, default, controversy, or claim shall first provide
written notice to the other Party, citing this Section IX.F, and requesting
consideration by the other Party to resolve the controversy or claim. The Parties
shall use reasonable efforts to resolve the dispute within thirty (30) days from the
date of the notice commencing this process. If the dispute is not resolved within
thirty (30) days of the date of the notice, or by such longer period as may be
mutually agreed by the Parties, then either Party may initiate a legal action. At any
time after the written notice citing this Section IX.F, the Parties may mutually agree
to appoint an independent neutral third party (“Mediator”) to assist them in
resolving the dispute. In such an instance, (i) each Party agrees to provide the
Mediator access to all relevant and non-privileged documents and may impose
reasonable confidentiality provisions; (ii) the Parties may make representations and
submissions to the Mediator but there shall be no formal hearing unless the
Mediator requires a formal hearing and provides a written notice to the Parties;
(iii) the Mediator shall make his or her recommendations in writing as soon as is
reasonably possible but not later than thirty (30) days following the receipt of
representations and submissions by each Party; (iv) the Mediator’s
recommendation shall not be binding upon the Parties, but would become binding
upon the Parties if voluntarily accepted by both Parties in writing; and (v) the fees
of the Mediator shall be paid equally by the Parties. Following receipt by the Parties
of the recommendations made by the Mediator, the Parties shall have ten (10) days,
or such longer period as may be mutually agreed by the Parties, to accept said
recommendation or a mutually acceptable alternative. Submission of the dispute
to the Mediator shall be deemed by the Parties to toll the applicable statute of
limitations until the mediation process is concluded.
X. NOTICES
A.Any notice or communication required or permitted under the terms of this
Agreement shall be in writing, may be given by the Parties hereto or such Party’s
respective legal counsel, and shall be deemed given and received (i) when hand
delivered to the intended recipient(s), by whatever means; (ii) three (3) business
days after the same is deposited in the United States Mail, with adequate postage
prepaid, and sent by registered or certified mail, with return receipt requested;
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
17
6637119.76637119.8
(iii) one (1) business day after the same is deposited with an overnight courier
service of national reputation having a delivery area encompassing the address of
the intended recipient, with the delivery charges prepaid; or (iv) when receipt via
electronic mail is acknowledged by the recipient. Any notice shall be delivered,
mailed, or sent, as the case may be, to the appropriate address set forth below:
If to Avon: Town of Avon
Attention: Town Manager
P.O. Box 975
Avon, Colorado 81620
Email: townmanager@avon.org
And:Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Email: townattorney@avon.org
If to Owner: GP Avon Developer, LLC
c/o Grand Peaks Properties, Inc.
Attention: Don Simpson and Alan Simpson
4582 South Ulster Street Parkway, Suite 1200
Denver, Colorado 80237
Email: dsimpson@grandpeaks.com;
asimpson@grandpeaks.com
With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
Attention: Michael Westover and Lindsay Lyda
950 17th Street., Suite. 1600
Denver, Colorado 80202
Email: mwestover@ottenjohnson.com;
llyda@ottenjohnson.com
Each Party may change its addresses and/or email addresses for notices pursuant to a
written notice that is given in accordance with the terms hereof. As used herein, the term
“business day” shall mean any day other than a Saturday, Sunday or a legal holiday for
which U.S. Mail service is not provided. Whenever any date or the expiration of any
period specified under this Agreement falls on a day other than a business day, then
such date or period shall be deemed extended to the next succeeding business day
thereafter.
XI. MISCELLANEOUS
A.Amendment of Agreement. No amendment to this Agreement shall be valid
unless signed in writing by Avon and the Owner.
B.Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Colorado.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
18
6637119.76637119.8
C.Assignment. The Owner shall have the right to assign or transfer all of its interests,
rights and obligations under this Agreement to third parties acquiring the Property,
subject to the Development Plan and all terms, rights and obligations of this
Agreement. Any assignee shall fully assume in writing all obligations of the Owner
assigned to such assignee and Owner must obtain Avon’s written consent to such
assignment, which consent will not be unreasonably withheld or delayed if the
Owner has reasonably demonstrated to Avon that the assignee has the financial
capability to perform the obligations under this Agreement so assigned. Upon
completion of the Development and issuance of a Certificate of Occupancy, the
Owner may convey or transfer the Property to another entity and the surviving
obligations of this Agreement shall automatically be assigned to such new owner.
D.Estoppel Certificates. Avon, at any time and from time to time upon not less than
twenty (20) days’ prior written notice from the Owner, shall execute and deliver to
the Owner a statement in the form provided by the Owner: (i) certifying that this
Agreement is unmodified and in full force and effect, or, if modified, stating the
nature of such modification and certifying that this Agreement, as so modified, is
in full force and effect, or, if terminated, certifying that all of the Owner’s
obligations have been satisfied and this Agreement is terminated;
(ii) acknowledging that there are not any uncured defaults on the part of the Owner
or specifying such defaults if they are claimed; and (iii) containing such other
information regarding this Agreement as Developer reasonably requests.
E.Compliance with General Regulations. The approval of the Development Plan
and this Agreement shall not preclude the application of Avon’s Municipal Code,
ordinances and regulations, or state or federal laws and regulations, which are
general in nature and are applicable to all property subject to land use regulation by
Avon, including, but not limited to, building, exterior energy offset, fire, plumbing,
electrical and mechanical codes, as all such regulations exist on the date of this
Agreement or may be enacted or amended after the date of this Agreement.
Furthermore, all matters not covered by this Agreement are controlled by the
Municipal Code. This Agreement does not prevent Avon from imposing additional
building and construction related requirements that are not inconsistent with this
Agreement as conditions for approval of a building permit.
F.Counterparts. This Agreement shall be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any electronically delivered counterparts
shall have the same force and effect as an “ink-signed” original.
G.No Joint Venture or Partnership. No form of joint venture or partnership exists
between Avon and the Owner, and nothing contained in this Agreement shall be
construed as making Avon and the Owner joint venturers or partners.
H.No Third Party Beneficiaries. This Agreement is not intended to and shall not in
fact create any third-party beneficiaries.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
19
6637119.76637119.8
I.No Waiver of Governmental Immunity. Nothing in this Agreement shall be
construed to waive, limit, or otherwise modify any governmental immunity that
may be available by law to Avon, its officials, employees, contractors, or agents, or
any other person acting on behalf of Avon and, in particular, governmental
immunity afforded or available pursuant to the Colorado Governmental Immunity
Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
J.Recording of Agreement. This Agreement shall be recorded in the Clerk and
Recorder’s office for the County of Eagle and the obligations contained in this
Agreement shall run with the land.
K.Severability. In the event that any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then the remaining provisions of this Agreement shall continue in
full force and effect so long at the intent of this Agreement is not frustrated.
L.TABOR. The Parties understand and acknowledge that Avon is subject to
Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not
intend to violate the terms and requirements of TABOR by the execution of this
Agreement. It is understood and agreed that this Agreement does not create a
multi-fiscal year direct or indirect debt or obligation within the meaning of
TABOR. The Owner understands and agrees that, notwithstanding anything in this
Agreement to the contrary, to the extent the $4,000,000 Contribution, the
$6,000,000 Contribution and the Deferred Contribution (collectively, the “Avon
Contributions”) have not been made by December 31, 2026, Avon’s deposit of the
Avon Contributions is dependent and conditioned upon the continued availability
of funds beyond the term of Avon’s current fiscal period ending on December 31,
2026 or, with respect to the Deferred Contribution, upon Eagle County delivering
to Avon its portion of the funds necessary to make the Deferred Contribution.
Financial obligations of Avon payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made
available in accordance with the rules, regulations and resolutions of Avon and
other applicable law. However, if Avon does not make the Avon Contributions,
the Owner shall have the rights and remedies set forth in Section IX.D of this
Agreement.
M.Waiver. No waiver of one or more terms of this Agreement shall be effective
unless in writing. No waiver of any provision of this Agreement in any instance
shall constitute a waiver of such provision in other instances.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
20
6637119.76637119.8
IN WITNESS WHEREOF, Avon and the Owner have executed this Agreement effective as of
the Effective Date.
TOWN OF AVON:
By:ATTEST:
Tamra Underwood, Mayor Miguel Jauregui Casanueva
APPROVED AS FORM:
Nina Williams, Town Attorney
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
21
6637119.76637119.8
OWNER:
GP Avon Developer, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF COLORADO )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
20___, by _______________ as _____________________ of GP Avon Developer, LLC, a
Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________
Notary Public
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit A-
Page 1
6637119.76637119.8
EXHIBIT A
Legal Description of the Property
PARCEL 1:
LOT B, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
PARCEL 2:
LOTS 2 AND 3, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF
LOTS A AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47,
48, 49, 50, 51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK,
AMENDMENT NO. 4, RECORDED MAY 07, 2003 AT RECEPTION NO. 832542, (EXCEPT
FOR LOT 2A (ALSO KNOWN AS RECONVEYANCE LOT A) AND LOT 3A (ALSO KNOWN
AS RECONVEYANCE LOT B) AS SHOWN THEREON, AND AS DESCRIBED IN THE
GENERAL WARRANTY DEEDS RECORDED ON OCTOBER 5, 2010 AT RECEPTION NO.
201019949 AND RECEPTION NO. 201019950, RESPECTIVELY).
PARCEL 3:
LOT 5, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 07, 2003 AT RECEPTION NO. 832542.
PARCEL 4:
LOT 7, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit B-
Page 1
6637119.76637119.8
EXHIBIT B
Civic Plaza Description
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit B-
Page 2
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit C-
Page 1
6637119.76637119.8
EXHIBIT C
Community Space
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit D-
Page 1
6637119.76637119.8
EXHIBIT D
Pedestrian Connection
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 1
6637119.76637119.8
EXHIBIT E
Designation of Deed Restricted Units
Follows this page
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 2
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 3
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 4
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 5
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit E-
Page 6
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 1
6637119.76637119.8
EXHIBIT F
Findings of Fact and Record of Decision
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 2
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 3
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 4
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 5
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit F-
Page 6
6637119.76637119.8
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 1
6637119.76637119.8
EXHIBIT G
Public Improvements Agreement
PUBLIC IMPROVEMENTS AGREEMENT
(THE SUMMIT)
THIS PUBLIC IMPROVEMENTS AGREEMENT (THE SUMMIT) (“Agreement”),
is made and entered on ___________________, 20___, (the “Effective Date”) by and among GP
Avon Developer, LLC, a Delaware limited liability company (together with its successors and
assigns “Owner”), and the Town of Avon, a Colorado home rule municipality, (“Town”) (Owner
and Town may individually be referred to as a “Party” and collectively referred to as “Parties”).
RECITALS
This Agreement is made with reference to the following facts:
WHEREAS, the Owner owns certain property that is legally described in Exhibit A: Legal
Description of Property attached hereto and incorporated herein (“Property”) and desires to
enter into this Agreement with the Town pertaining to the Property; and
WHEREAS, pursuant to the Town’s Municipal Code (“Code”), the Town desires to make
reasonable provisions for completion of certain public improvements generally described in
Exhibit B attached hereto and incorporated herein (“Public Improvements”) and depicted in the
plans approved by the Town in accordance with the Code and set forth in Exhibit B (together with
minor changes approved by the Town Engineer from time to time, “Approved Plans”); and
WHEREAS, the Owner is responsible for the completion of the Public Improvements; and
WHEREAS, the Owner acknowledges and agrees that certain restrictions on development will
apply to the Property until the Public Improvements are completed in accordance with the terms
and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the following mutual covenants, conditions and
promises, the Parties hereby agree as follows:
1.Completion of Work.
(a)Performance. Owner agrees to furnish, or cause to be furnished, all equipment,
labor and material necessary to perform and complete, in a good and workmanlike
manner, all Public Improvements and work incidental thereto (“Work”) as depicted
on the Approved Plans. Owner further agrees that Owner will be responsible for
all costs of Public Improvements. Said Work shall be performed substantially in
accordance with the Approved Plans.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 2
6637119.76637119.8
(b)Time for Completion of Public Improvements. Owner agrees to complete the
Public Improvements within four (4) years of the Effective Date; provided,
however, that any Work within West Beaver Creek Boulevard shall be completed
within a sixty (60) day timeframe in either the spring or fall. For the purposes of
this Paragraph 1(b), the date of completion of the Public Improvements is defined
as the date that Owner submits the Completion Certification as described in
Paragraph 5. The Owner may request an extension for completion of the Public
Improvements. The request for an extension shall be submitted to the Town in
writing at least thirty (30) days prior to the otherwise applicable deadline for
completion, provided that the Town may reduce or waive this requirement in the
Town’s discretion. The Town may review the status of completion of the Public
Improvements when considering a request for extension of the time to complete
and the Town may require additional inspection, testing and other measures to
preserve and verify the quality of the Work and materials prior to Construction
Acceptance (defined in Paragraph 1(e)), which additional costs shall be borne by
the Owner. Construction Acceptance of Public Improvements by the Town must
be obtained prior to the issuance of either a temporary or final certificate of
occupancy (collectively, “Certificate of Occupancy”) for any building to be
served by the Public Improvements (or applicable portion or phase thereof).
(c)Inspection Procedures. All Work shall be done under the inspection procedures
and standards established by the Town and Holy Cross Energy, Eagle River Water
and Sanitation District, Upper Eagle River Water Authority, Xcel Energy, Qwest
Communications, Comcast or any other utility (collectively, “Utilities”), as
applicable, and shall be subject to the reasonable satisfaction of the Town and
applicable Utilities. The Town will not accept the Work as complete until the Town
provides Construction Acceptance (pursuant to Paragraph 1(e) below). Once the
Town receives a Completion Certification (as defined in Paragraph 5 below) from
the Owner’s engineer that the Work is complete, or portions of the Work are
complete, the Town shall, within twenty-five (25) days, review the engineer’s
Completion Certification, inspect the Work, and provide a written notice of
Construction Acceptance (defined in Paragraph 1(e)) or provide a Notice of Non-
Compliance (as defined in Paragraph 1(f) below). Such inspections by the Town
and Utilities shall not relieve the Owner or Owner’s agents from any responsibility
or obligation to assure that all Work is completed substantially in conformance with
the Approved Plans and this Agreement.
(d)Cost of Inspections. The cost, if any, of such inspections, by Town employees, or
an independent third party inspector, shall be paid by the Owner, subject to the
limitations set forth in Paragraph 7 below.
(e)Construction Acceptance. Upon completion of the Public Improvements,
satisfactory inspection by the Town to verify compliance of the construction with
the Approved Plans and receipt of the As-Built Plans, the Town shall provide
construction acceptance (“Construction Acceptance”) of the Public
Improvements in writing to the Owner. The Town may provide Construction
Acceptance for a portion of the Public Improvements where such portion is
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 3
6637119.76637119.8
independent from, and unaffected by, the remaining Public Improvements or for
the completion of a phase of the Public Improvements.
(f)Notice of Non-Compliance. In the event that the Town through its inspectors
reasonably determines that the Public Improvements are not substantially in
compliance with the Approved Plans, it shall give written notice of such non-
compliance (“Notice of Non-Compliance”) to the Owner. The Notice of Non-
Compliance shall include a narrative describing the unsatisfactory construction
work with specific reference to the applicable Approved Plans and specifications.
The Owner shall correct the unsatisfactory Work and re-submit As-Built Plans as
appropriate.
2.Intentionally Omitted.
3.Restriction on Certificate of Occupancy. The Town will not issue a Certificate of
Occupancy for the Property to be served by the Public Improvements until the Town has
issued Construction Acceptance of the Public Improvements. Notwithstanding anything
in this Agreement to the contrary, and provided the Owner otherwise agrees to promptly
complete the unfinished work outlined below, the Town shall issue a temporary certificate
of occupancy for the Property and permit residents to move into the building constructed
on the Property, if:
(a)The Owner has substantially completed the construction of the Public
Improvements and the remaining work does not create a safety hazard; or
(b)The Owner is unable to complete the road work portion of the Public Improvements
because it is during a period where Avon does not permit work within the roadway.
4.No Completion Guarantee for Public Improvements. Given the limited scope of the
Public Improvements, the Town will not require the Owner to provide a financial guarantee
to secure the completion of the Public Improvements.
(a)Intentionally Omitted.
(b)Intentionally Omitted.
(c)Intentionally Omitted.
5.Engineering Certification. Upon completion of portions of the Public Improvements,
Owner will cause Owner’s engineers (who shall have been actively engaged in observing
the construction of the Public Improvements and shall be registered engineers in the State
of Colorado) to provide a written opinion (“Completion Certification”), to the satisfaction
of the Town Engineer, that based upon on-site observation, review of sufficient
construction-observation reports, field test reports and material test reports and
certifications by qualified personnel, the installation of the Public Improvements, or
portions thereof as may be completed from time to time, have been completed, to the best
of their knowledge and professional judgment, substantially in conformance with the
Approved Plans. Inspection reports, test results, as-constructed plans and other supporting
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 4
6637119.76637119.8
documentation shall be submitted with the Completion Certification. The as-constructed
plans shall be submitted on paper and in one of the following digital formats: AutoCad
DWG, AutoCad DXF, or ESRI GIS shapefile.
6.Warranty Period. The Public Improvements shall be warranted to be free from defects
in workmanship or quality for a period of two (2) years after Construction Acceptance of
all the Work by the Town (“Warranty Period”). Given the limited scope of the Public
Improvements, the Town will not require the Owner to provide a financial guarantee to
secure the Public Improvements during the Warranty Period.
(a)Intentionally Omitted.
(b)Corrective Work. In the event of any defect during the Warranty Period, the Town
may require Owner to correct the defect in material or workmanship (“Corrective
Work”). If Corrective Work is performed during the two (2) year Warranty Period
then the warranty on such Corrective Work shall be extended for two (2) years from
the date on which the Corrective Work receives Construction Acceptance by the
Town.
(c)Intentionally Omitted.
7.Review and Inspection Fees. Fees for review and inspections, if any, shall be paid by the
Owner within thirty (30) days after delivery of written invoice for such fees to cover the
cost of inspections by the Town. The fees, if any, will be based on direct (out-of-pocket)
costs of the Town plus an administrative fee in the amount of fifteen (15%) percent of the
direct costs, but in no event will the total amount of such inspection fees exceed five percent
(5%) of the actual aggregate costs for such Public Improvements.
8.No Obligation of Town to Complete Improvements. Owner agrees that in the event
Owner shall fail to perform its obligations as set forth herein, the Town shall be under no
obligation to complete any of the Public Improvements or to issue a Certificate of
Occupancy for the development served by the Public Improvements.
9.Non-Liability of Town; Indemnification. The Town shall not, nor shall any officer,
agent, or employee thereof, be liable or responsible for any accident, loss or damage related
to the Work specified in this Agreement, nor shall the Town, nor any officer, agent or
employee thereof, be liable for any persons or property injured by reason of the nature of
said Work. To the extent permitted by law, Owner hereby agrees to indemnify and hold
harmless the Town, and any of its officers, agents and employees against any losses,
claims, damages or liabilities to which the Town or any of its officers, agents or employees
may become subject, because of any losses, claims, damages or liabilities (or actions in
respect thereof) that arise out of, or are based upon, any acts or omissions in the
performance of the obligations of Owner, as hereinbefore stated. Furthermore, the Owner
shall reimburse the Town for any and all legal or other expenses reasonably incurred by
the Town in connection with investigating or defending any such loss or claim.
10.Rights of Town in Event of Default. In the event that Owner defaults in whole or in part
in the performance of this Agreement, and after the expiration of thirty (30) days after
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 5
6637119.76637119.8
having given written notice to Owner of such default during which period of time the
Owner fails to correct said default, the Town may, at its sole discretion, proceed with the
construction or completion of the Public Improvements specified in the Approved Plans or
proceed to secure the site to prevent erosion and implement best management practices for
storm water management. The Town shall have access to the site to perform such work.
All costs paid by the Town to correct or complete the Public Improvements, including cost
of personnel, equipment, materials, studies, legal and other amounts expended by the Town
to perform the Public Improvement construction responsibilities of Owner, together with
an administrative fee in the amount of fifteen percent (15%) of the total costs incurred by
Town shall be paid by Owner. The Owner shall reimburse any costs incurred by the Town
(including the 15% administrative fee) relating to correction or completion of the Public
Improvements and/or related to securing the site within thirty (30) days after receipt of a
demand for such amounts. In addition to other remedies stated in this Agreement, if the
Owner is in default of this Agreement, the Town may withhold the issuance of a Certificate
of Occupancy for or on any Property which would be served by the Public Improvements
until such time as the Public Improvements are completed.
11.Letter Certifying Completion and Final Acceptance of Improvements. When all
Public Improvements have been completed and accepted by the Town, or the pertinent
utility supplier, and the Warranty Period has expired, and provided that Owner is not in
default under any of its obligations to the Town under this Agreement, the Town will issue
a letter of final acceptance for the Public Improvements (“Final Acceptance”), after
consultation with the pertinent utility supplier if necessary, in recordable form, certifying
that all obligations of Owner under this Agreement have been satisfied (“Certification of
Final Acceptance”).
12.Termination. Upon the Town’s issuance of Final Acceptance and Certification of Final
Acceptance for all Public Improvements, this Agreement shall automatically terminate,
without the requirement of further action, demand or notice. Notwithstanding the
foregoing, the Owner’s obligations under Section 9 above shall survive the termination of
this Agreement.
13.Non-Liability of Town for Indirect or Consequential Damages or Lost Profits. The
Parties agree that the Town shall not be liable for indirect or consequential damages,
including lost profits, which result or arise from the Town’s declaration that Owner is in
default of the Agreement, so long as the Town acts in good faith.
14.Incorporation of Exhibits. Unless otherwise stated in this Agreement, exhibits,
applications, or documents referenced in this Agreement shall be incorporated in this
Agreement for all purposes. In the event of a conflict between any incorporated exhibit and
this Agreement, the provisions of this Agreement shall govern and control.
15.Assignment and Release. Any written assignment shall expressly refer to this Agreement,
specify the particular rights, duties, obligations, responsibilities, or benefits so assigned,
and shall not be effective unless approved by the Town. No assignment shall be effective
to relieve the Owner of the duties, obligations, or responsibilities until a written notice of
assignment is delivered to the Town.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 6
6637119.76637119.8
16.No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or
shall create a contractual relation with, cause of action in favor of, or claim for relief for,
any third party, including any agent, sub-consultant or sub-contractor of the Owner.
Absolutely no third party beneficiaries are intended by this Agreement. Any third-party
receiving a benefit from this Agreement is an incidental and unintended beneficiary only.
17.Amounts Past Due. Any amounts due to the Town of Avon under this Agreement,
including costs for inspection, which are past due shall bear interest at the rate of one and
one-half percent (1½%) per month (eighteen percent [18%] per annum, compounded
annually).
18.Amendments. This Agreement may be amended from time to time, provided that such
amendment is in writing, signed by all Parties, and recorded in the Office of the Eagle
County Clerk and Recorder, in Eagle County, Colorado.
19.Covenants Running with the Land. This Agreement and the obligations hereof shall be
deemed to be covenants running with the land and shall be binding on the successors and
assigns of the Parties hereto.
20.Recording of Agreement. This Agreement shall be recorded in the Office of the Eagle
County Clerk and Recorder, in Eagle County, Colorado.
21.Venue. Venue for any litigation arising out of this Agreement shall be in the District Court
for Eagle County, Colorado.
22.Good Faith and Reasonableness. The Parties agree that each Party hereto is subject to
the covenant of good faith and fair dealing, which includes an obligation to act reasonably
in all matters associated with the performance and interpretation of this Agreement.
[Signature and Exhibit Pages Follow]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 7
6637119.76637119.8
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
EFFECTIVE DATE.
TOWN OF AVON:
BY:ATTEST:
[Mayor or Manager]Town Clerk
APPROVED AS TO FORM:
Town Attorney
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 8
6637119.76637119.8
OWNER:
GP Avon Developer, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF ____________ )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
20___, by _______________ as _____________________ of GP Avon Developer, LLC, a
Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________
Notary Public
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 9
6637119.76637119.8
EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOT B, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
PARCEL 2:
LOTS 2 AND 3, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF
LOTS A AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47,
48, 49, 50, 51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK,
AMENDMENT NO. 4, RECORDED MAY 07, 2003 AT RECEPTION NO. 832542, (EXCEPT
FOR LOT 2A (ALSO KNOWN AS RECONVEYANCE LOT A) AND LOT 3A (ALSO KNOWN
AS RECONVEYANCE LOT B) AS SHOWN THEREON, AND AS DESCRIBED IN THE
GENERAL WARRANTY DEEDS RECORDED ON OCTOBER 5, 2010 AT RECEPTION NO.
201019949 AND RECEPTION NO. 201019950, RESPECTIVELY).
PARCEL 3:
LOT 5, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 07, 2003 AT RECEPTION NO. 832542.
PARCEL 4:
LOT 7, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 10
6637119.76637119.8
EXHIBIT B: DESCRIPTION OF PUBLIC IMPROVEMENTS AND APPROVED PLANS
Description of Public Improvements:
West Beaver Creek Boulevard improvements to provide vehicle access to the Property’s
parking garage ramp and surface parking area.
West Beaver Creek Boulevard improvements to create a loading zone/delivery area.
Extension of the heat recovery utility line from adjacent Town property to the Property.
Extension of the heat recovery utility line through the Property.
Approved Plans: [Note to Draft: Engineered drawings to be supplied before building permit.]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit G-
Page 11
6637119.76637119.8
EXHIBIT C: PUBLIC IMPROVEMENTS CONSTRUCTION COST ESTIMATE
[Note to Draft: Cost estimate to be supplied before building permit.]
[ to be inserted ]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 1
6637119.76637119.8
EXHIBIT H
Parking Management Plan
PARKING MANAGEMENT PLAN AGREEMENT
THIS PARKING MANAGEMENT PLAN AGREEMENT (this “Agreement”) is made
and entered into as of _______, 2026 (“Effective Date”) by and between GP AVON
DEVELOPER, LLC, a Delaware limited liability company (together with its successors and
assigns, “Owner”) and the TOWN OF AVON, a home rule municipal corporation of the State of
Colorado (“Avon”) (Owner and Avon may be referred to individually as “Party” and collectively
as “Parties”).
PREAMBLE AND PURPOSE
The Reciprocal Easement Agreement, dated October 30, 1992, as amended (the “Reciprocal
Easement Agreement”), created certain reciprocal parking easements between and among Lot 55
(Alpine Avon Building Company LLC, “AABC”); Lot A/Outlot 1 (“Avon Center”); and Lot B
(GP Avon Developer, LLC, “GPAD”). It is intended that AABC, Avon Center and GPAD will
each agree to amend the Reciprocal Easement Agreement such that GPAD will give up its right to
ten (10) unassigned parking spaces on Lot 55, AABC will give up its right to ten (10) unassigned
parking spaces on Lot B, and Avon Center will agree that its rights to park on Lot B will be
amended and restated by the terms of the Access and Parking Easement entered into between Avon
Center and GPAD contemporaneously with execution of the Amended and Restated Consolidated
Development Agreement dated effective ____, 2026 (the “Amended Development Agreement”).
Except as otherwise defined herein, all capitalized terms used in this Parking Management Plan
shall have the same meanings as ascribed thereto in the Amended Development Agreement. The
Association shall possess approval rights with respect to the Reciprocal Easement Agreement
amendment whereby AABC and GPAD respectively relinquish parking rights on each other’s
property in order to confirm that this arrangement will not adversely impact the Association's
ability to enforce its current parking and maintenance rights on Lot 55.
The Amended Development Agreement contains certain recorded covenants, conditions and
restrictions pertaining to Avon Center’s parking rights in and to the “New Subsurface Parking
Spaces” to be located in the “New Parking Structure” to be constructed on Lot B, and in and to
the “New Surface Parking Spaces” to be located on the “Lot B Property” and on the Avon
Center’s property.
The purpose of this Parking Management Plan is to establish an understanding between Avon
Center and GPAD as to how to best manage parking across the subject areas after the Lot B
“Development” is completed, and to provide for equitable and peaceful adjustment of differences
which may arise.
PLAN OBJECTIVESRecitals
While the planned parking supply with the completion of the Lot B Development will be sufficient
to accommodate authorized user parking demand, unauthorized users could create times when
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 2
6637119.76637119.8
parking is not available for legitimate users. This Parking Management Plan is necessary so that
only authorized owners, guests, tenants, employees, and customers are able to gain access to
parking in the Avon Center’s “Existing Parking Structure”, the New Parking Structure, the New
Subsurface Parking Spaces located in the New Parking Structure, and the New Surface Parking
Spaces (collectively, the “Managed Parking Spaces”), in a manner consistent with both the
Amended Development Agreement and the Reciprocal Easement Agreement amendment. The
objectives of the plan are to:
1. Accommodate authorized users for parking in Managed Parking Spaces; and
2. Establish and maintain efficient use of the Managed Parking Spaces.
This Agreement is made with reference to the following facts:
A. Initially capitalized words and phrases that are used but not otherwise defined in
this Agreement have the meanings set forth in the Development Agreement (as defined below);
B. The Owner owns the approximately 1.7 acre real property located in Avon and
legally described in Exhibit A attached hereto and incorporated herein (the “Property”);
C. The Owner submitted to Avon a Major Development Plan (File No. MJR25003)
application (“Major Development Plan”) and Development Bonus (File No. DEB25001)
application (“Development Bonus”) for the development of a 164 unit residential project and an
approximate 4,000 square foot commercial community space on the Property referred to as “The
Summit”;
D. Public Hearings were held by the Avon Planning and Zoning Commission on
November 17, 2025 and December 8, 2025 and held by Avon Town Council (“Council”) on
January 13, 2026, February 10, 2026, and March 10, 2026;
E. Council approved the Major Development Plan and the associated Development
Bonus applications on March 10, 2026 with certain conditions, as set forth in the Findings of Fact
and Record of Decision attached as Exhibit F to the Development Agreement (the “Approvals”);
F. In order to implement the obligations of Owner and Avon pursuant to the
Approvals, Owner and Avon are entering into “The Summit Development Agreement” of even
date herewith (the “Development Agreement”), which has been or will be recorded in the Clerk
and Recorder’s office for Eagle County;
G. As part of the Development, Owner will be constructing a new underground
parking structure (the “New Parking Structure”), portions of which will be utilized for the benefit
of the Deed Restricted Housing Units and the Community Space; and
H. This Agreement is being executed to supplement the Development Agreement, and
is in satisfaction of Condition 5 of the Approvals.
PLAN STRATEGIESAGREEMENT
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 3
6637119.76637119.8
NOW, THEREFORE, in consideration of the recitals set forth above, the terms, conditions,
covenants and mutual promises set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and Avon
agree as follows:
1. Recitals. The Recitals set forth above are hereby incorporated into and made a part
of this Agreement.
2. Parking for Deed Restricted Housing Units. Owner agrees that each of the Deed
Restricted Housing Units shall at all times be assigned one exclusive parking space in the New
Parking Structure, as selected by Owner in its reasonable discretion. The occupants of the Deed
Restricted Housing Units shall not be charged additional rent, fees or other amounts for their
parking spaces; it being agreed that parking shall be included in the rent that Owner is entitled to
charge for such units.
3. Parking for Community Space. Pursuant to the Development Agreement, Owner
is required to create the Community Space as a separate unit and to designate four (4) parking
spaces associated with the Community Space as limited common elements allocated to such
Community Space. The parking spaces that will be so designated are identified on Exhibit B
attached hereto. Avon shall not be required to pay any rent, fees or other amounts in connection
with the use of such parking spaces.
4. Maintenance of New Parking Structure. Owner shall be responsible for
maintaining the New Parking Structure, and agrees to keep the New Parking Structure, including
the parking spaces described in Section 1 and Section 2 above, in good order and repair. Avon
shall have no responsibility for maintaining the New Parking Structure or any of the parking spaces
located therein, except that Avon shall be responsible to repair any damages (other than ordinary
wear and tear) to the New Parking Structure caused by any negligent, reckless or willful actions
taken by Avon or any of its employees, agents, guests, or invitees.
5. Parking Plan Strategies. In order to accommodate the distinctvarious types of
authorized users of parking in the ManagedNew Parking SpacesStructure, the following strategies
will be implemented:
(a)1. Parking Management System:. A parking management system will be in
place at the entrances to and throughout the ManagedNew Parking SpacesStructure.
Access to the ManagedNew Parking SpacesStructure may be by key card, fob, or other
means as determined by GPAD with approval of the Avon Center Executive Board.
a. Users with authorized access to the Existing Parking Structure will have unrestricted
access through the New Parking Structure for the purpose of accessing the Existing
Parking Structure. This access will be authorized, monitored, and enforced solely
by the Avon Center Executive Board.
b. A physical barrier (gate) may also be placed at the entrance and exit to the Existing
Parking Structure. This access will be authorized, monitored, managed and
enforced solely by the Avon Center Executive Board.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 4
6637119.76637119.8
c. Authorized users of the Lot B Development will not be permitted to park in the Existing
Parking Structure, the New Subsurface Parking Spaces or the New Surface Parking
Spaces without the consent of the Avon Center Executive Board.
(b)2. Temporary/Transient Parking Validation:. Users who are entering the
New Parking Structure, the New Subsurface Parking Spaces or the New Surface Parking
for a short time will be required to register their cars with a professional parking
management system provider (the “Parking Management Company”) using their mobile
phone or similar process.
a. Appropriate validation times will vary by the type of business and will be set/managed
by GPAD in consultation with the individual business owners in Avon Center and
general oversight and approval rights reserved to the Avon Center Executive Board.
b. . Temporary/transient users who are patronizing the Lot B Development will
also be required to obtain validation. This oversight will be reserved to the owner of Lot
B subject to reasonable caps agreed by GPAD and the Avon Center Executive Board on
the number and permitted parking period of temporary/transient users allowed to utilize
the New Parking Structure, the New Subsurface Parking Spaces or the New Surface
Parking for short term parking while patronizing the Lot B Development.
(c)3. Overnight Parking:. Authorized overnight users of the ManagedNew
Parking SpacesStructure will include residential unit owners/tenants and guests of
residential unit owners/tenants.
a. GPAD and the Avon Center Executive Board will work together to endeavor that
strategies are in place for parking in the Managed Parking Spaces, especially during
“Peak Usage Times”, defined to mean major holiday periods and other periods of
intensive parking usage which shall not exceed a cumulative total of thirty (30) to
forty (40) days per year for all such holiday and other periods of peak usage.
b. Strategies may include limits on the number of vehicles that may be parked by any one
person, or family, and/or per residential unit during Peak Usage Times and
promotion of the Existing Parking Structure as the first/best option for Avon Center
owners, tenants and guests.
4. Lot B Development Parking: GPAD will provide the New Subsurface Parking Spaces in the
New Parking Structure dedicated to and restricted for the use of Avon Center. GPAD will
manage and enforce parking restrictions for New Subsurface Parking Spaces.
5. Avon Center Employee Parking: Avon Center employee parking will only be permitted in the
New Surface Parking Spaces and in the Existing Parking Structure on a limited basis while
the employee is physically present and working at Avon Center. There is the impression
that employee parking has been abused in that employees have been observed in the past
parking on Lot B and in the Existing Parking Garage even when they are not scheduled to
work at the authorized business, or employees have been observed engaging in the
unauthorized transfer of employee parking passes. In the future, employee parking will be
managed to ensure that only authorized employees are parking where permitted.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 5
6637119.76637119.8
a. The Avon Center Executive Board may identify the spaces that are available for
employee parking in the New Surface Parking Spaces and the Existing Parking
Structure. This will serve to ensure that priority is given to customers of businesses
served by the Managed Parking Spaces.
b. GPAD and the Avon Center Executive Board will work together to endeavor that
strategies are in place for employee parking in the Managed Parking Spaces,
especially during Peak Usage Times.
(d)6. Long-Term Parking/Vehicle Storage: No long-term. No long-term
parking or vehicle storage in the New Parking Structure, the New Subsurface Parking
Spaces, the New Surface Parking Spaces, or the Existing Parking Structure will be
permitted; provided, however, at the discretion of the Avon Center Executive Board
exceptions may be granted at times of low activity or demand.
(e)7. Communication and Discussion Model:. In order to establish, promote
and maintain an on-goingon-going mutually positive environment between Avon Center
and GPADOwner, a process will be established to identify issues of concern to the
partiesParties, explore options for their resolution and come to mutually acceptable
agreements to resolve issues raised.
OPERATIONAL PLAN
6.For the purpose of fully understanding the operational implications of the above
objectives and strategies, the following plans are presented as examples of how the plan may be
implemented. GPADOperational Plan. Owner intends to engage at its sole cost and expense the
Parking Management Company to design and implement the technological aspects of the parking
management system once completed by the Parking Management Company and approved by the
Avon Center Executive Board and GPAD.
(a)a. Gated Access: GPAD would. Owner will determine the best system to
accomplish the plan objectives/strategies in consultation with the other parties to the
Reciprocal Easement Agreement. Gated Access may be an option but is not required by
mutual agreement of GPAD and Avon Center other than any gate or other barrier that the
Avon Center Executive Board unilaterally may place or require to be placed by GPAD
(a) at the entrance and exit to the Access Ramp during construction of the Lot B
Development, and (b) at the entrance and exit to the Existing Parking Structure at all times
prior to, during and following completion of construction of the Lot B Development..
(b)b. Validation: GPAD. Owner has identified Metropolis Parking Systems
(https://www.metropolis.io/https://www.metropolis.io/) as the designated Parking
Management Company for validation, collection and enforcement of the ManagedNew
Parking Spaces. GPADStructure. Owner may identify and utilize an alternative Parking
Management Company so long as the alternative Parking Management Company can
provide validation, collection, and enforcement services in accordance with this Plan.
(c)c. Management: GPAD. Owner will provide 24/7 management of parking
in the ManagedNew Parking SpacesStructure to assist owners, guests, tenants, employees,
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 6
6637119.76637119.8
and other authorized users who may need assistance regarding access, validation, payment,
or other services.
d. Existing Parking Garage Access: Avon Center, at Avon Center’s expense, will provide
readers and credentials (cards, fobs, or phone APP access) for use by its owners,
guests, tenants, employees, and other authorized users. The readers and credentials
would allow passage through the New Parking Structure to the Existing Parking
Structure. The number of credentials issued would be determined by the Avon
Center Executive Board. It is expected that once a credential is used to enter the
New Parking Garage and the Existing Parking Garage, it cannot be used again until
the vehicle using it exits those garages. The Avon Center Executive Board would
be solely responsible for the management and distribution of the credentials.
e. Avon Center Employee Parking/Residential Guest Parking: Avon Center business
owners and Residential Unit Owners may be required to register their
employees/guests through the Parking Management Company’s phone APP and
web-based system to park in the New Parking Structure, the New Subsurface
Parking Spaces, or the New Surface Parking Spaces.
f. Revenue: All gross parking revenue generated from any of the 42 New Subsurface
Parking Spaces dedicated for the exclusive use of Avon Center and from the New
Surface Parking Spaces, less Parking Management Company fees not greater than
fees charged for comparable paid parking operations by other competitor parking
management companies, will be the sole property of the Association and paid by
GPAD to the Association quarterly. All parking revenue generated from any
parking spaces located in the New Parking Structure other than the 42 New
Subsurface Parking Spaces dedicated for the exclusive use of Avon Center shall be
the sole property of GPAD.
(d) Revenues. All parking revenues generated from the New Parking Structure
shall be the sole property of Owner or Avon Center (hereafter defined) to the extent
provided by separate agreement between Owner and Avon Center. Avon shall not be
entitled to any parking revenues generated by the New Parking Structure.
7. Compliance and Enforcement. Owner will comply with all of its obligations under
any other agreements relating to parking at or related to the Development, including without
limitation, agreements with Avon Center at Beaver Creek – I Homeowners Association (“Avon
Center”), and will not, without the prior written consent of Avon, (a) fail to enforce the obligations
of any other parties to any such agreements to the extent such failure would have a material adverse
effect on the rights of Avon under this Agreement or (b) agree to any modifications or amendments
to any such agreements to the extent such modifications or amendments would have a material
adverse effect on the rights of Avon under this Agreement.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 7
6637119.76637119.8
8. Default and Remedies.
(a) Default by Avon. A “breach” or “default” by Avon under this Agreement
shall be defined as Avon's failure to perform its obligations under this Agreement, after the
applicable cure period described in Section 8(c), below.
(b) Default by Owner. A “breach” or “default” by the Owner shall be defined
as the Owner's failure to fulfill or perform any obligation of the Owner contained in this
Agreement following the applicable cure period described in Section 8(c) below, or the
Owner's failure to fulfill or perform any obligation of the Owner contained in any other
written agreement relating to the Property between Avon and Owner following any
applicable cure period contained in such agreement.
(c) Notices of Default. In the event of a default by either Party under this
Agreement, the non defaulting Party shall deliver written notice to the defaulting Party of
such default, at the address specified in Section 9, and the defaulting Party shall have five
(5) days for monetary obligations and thirty (30) days for non monetary obligations from
and after receipt of such notice to cure such default. With respect to non monetary
obligations, if such default is not of a type that with the exercise of reasonable diligence
can be cured within such thirty (30) day period and the defaulting Party gives written notice
to the non defaulting Party within such thirty (30) day period that it is actively and
diligently pursuing such cure, the defaulting Party shall have a reasonable period of time
up to one hundred twenty (120) days given the nature of the default to cure such default,
or such longer period if mutually agreed by the Parties, provided that such defaulting Party
is at all times within such additional time period actively and diligently pursuing such cure.
(d) Remedies for Default by Avon. If a default by Avon under this Agreement
is not cured as described in Section 8(c), the Owner shall have the right to enforce Avon's
obligations by an action for any equitable remedy, including, without limitation, injunction
or specific performance or an action to recover damages. Each remedy in this Section 8(d)
is cumulative and is in addition to every other remedy provided for in this Agreement or
otherwise existing at law or in equity.
(e) Remedies for Default by the Owner. If any default by the Owner under this
Agreement is not cured as described in Section 8(c), Avon shall have the right to enforce
the Owner's obligations hereunder by an action for any equitable remedy, including
injunction or specific performance, or an action to recover damages. Each remedy in this
Section 8(e) is cumulative and is in addition to every other remedy provided for in this
Agreement or otherwise existing at law or in equity. A default of this Agreement by the
Owner also constitutes a violation of the Municipal Code and non compliance with the
Development Plan for this Property and Avon shall have all enforcement rights as
described in the Municipal Code and other applicable sections of the Municipal Code
concerning enforcement and penalties for violations.
(f) Mediation. The Parties agree that prior to submitting any controversy or
claim arising out of or relating to this Agreement, including, without limitation, any breach,
default, or interpretation hereof, to a legal process, and as a prerequisite to initiating any
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 8
6637119.76637119.8
legal process, the Parties shall attempt to resolve the controversy or claim in good faith in
accordance with the procedures stated in this Section 8(f) The Party asserting the breach,
default, controversy, or claim shall first provide written notice to the other Party, citing this
Section 8(f), and requesting consideration by the other Party to resolve the controversy or
claim. The Parties shall use reasonable efforts to resolve the dispute within thirty (30) days
from the date of the notice commencing this process. If the dispute is not resolved within
thirty (30) days of the date of the notice, or by such longer period as may be mutually
agreed by the Parties, then either Party may initiate a legal action. At any time after the
written notice citing this Section 8(f), the Parties may mutually agree to appoint an
independent neutral third party (“Mediator”) to assist them in resolving the dispute. In
such an instance, (i) each Party agrees to provide the Mediator access to all relevant and
non privileged documents and may impose reasonable confidentiality provisions; (ii) the
Parties may make representations and submissions to the Mediator but there shall be no
formal hearing unless the Mediator requires a formal hearing and provides a written notice
to the Parties; (iii) the Mediator shall make his or her recommendations in writing as soon
as is reasonably possible but not later than thirty (30) days following the receipt of
representations and submissions by each Party; (iv) the Mediator's recommendation shall
not be binding upon the Parties, but would become binding upon the Parties if voluntarily
accepted by both Parties in writing; and (v) the fees of the Mediator shall be paid equally
by the Parties. Following receipt by the Parties of the recommendations made by the
Mediator, the Parties shall have ten (10) days, or such longer period as may be mutually
agreed by the Parties, to accept said recommendation or a mutually acceptable alternative.
Submission of the dispute to the Mediator shall be deemed by the Parties to toll the
applicable statute of limitations until the mediation process is concluded.
9. Notices. Any notice or communication required or permitted under the terms of
this Agreement shall be in writing, may be given by the Parties hereto or such Party’s respective
legal counsel, and shall be deemed given and received (i) when hand delivered to the intended
recipient(s), by whatever means; (ii) three (3) business days after the same is deposited in the
United States Mail, with adequate postage prepaid, and sent by registered or certified mail, with
return receipt requested; (iii) one (1) business day after the same is deposited with an overnight
courier service of national reputation having a delivery area encompassing the address of the
intended recipient, with the delivery charges prepaid; or (iv) when receipt via electronic mail is
acknowledged by the recipient. Any notice shall be delivered, mailed, or sent, as the case may be,
to the appropriate address set forth below:
If to Avon: Town of Avon
Attention: Town Manager
P.O. Box 975
Avon, Colorado 81620
Email: townmanager@avon.org
And:Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Email: townattorney@avon.org
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 9
6637119.76637119.8
If to Owner: GP Avon Developer, LLC
c/o Grand Peaks Properties, Inc.
Attention: Don Simpson and Alan Simpson
4582 South Ulster Street Parkway, Suite 1200
Denver, Colorado 80237
Email: dsimpson@grandpeaks.com;
asimpson@grandpeaks.com
With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
Attention: Michael Westover and Lindsay Lyda
950 17th Street., Suite 1600
Denver, Colorado 80202
Email: mwestover@ottenjohnson.com;
llyda@ottenjohnson.com
Each Party may change its addresses and/or email addresses for notices pursuant to a written notice
that is given in accordance with the terms hereof. As used herein, the term “business day” shall
mean any day other than a Saturday, Sunday or a legal holiday for which U.S. Mail service is not
provided. Whenever any date or the expiration of any period specified under this Agreement falls
on a day other than a business day, then such date or period shall be deemed extended to the next
succeeding business day thereafter.
10. Miscellaneous.
(a) Amendment of Agreement. No amendment to this Agreement shall be valid
unless signed in writing by Avon and the Owner.
(b) Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado.
(c) Assignment. The Owner shall have the right to assign or transfer all of its
interests, rights and obligations under this Agreement to third parties acquiring the
Property, subject to the Development Plan and all terms, rights and obligations of this
Agreement. Any assignee shall fully assume in writing all obligations of the Owner
assigned to such assignee and Owner must obtain Avon's written consent to such
assignment, which consent will not be unreasonably withheld or delayed if the Owner has
reasonably demonstrated to Avon that the assignee has the financial capability to perform
the obligations under this Agreement so assigned. Upon completion of the Development
and issuance of a Certificate of Occupancy, the Owner may convey or transfer the Property
to another entity and the surviving obligations of this Agreement shall automatically be
assigned to such new owner.
(d) Estoppel Certificates. Avon, at any time and from time to time upon not
less than twenty (20) days' prior written notice from the Owner, shall execute and deliver
to the Owner a statement in the form provided by the Owner: (i) certifying that this
Agreement is unmodified and in full force and effect, or, if modified, stating the nature of
such modification and certifying that this Agreement, as so modified, is in full force and
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 10
6637119.76637119.8
effect, or, if terminated, certifying that all of the Owner's obligations have been satisfied
and this Agreement is terminated; (ii) acknowledging that there are not any uncured
defaults on the part of the Owner or specifying such defaults if they are claimed; and
(iii) containing such other information regarding this Agreement as Developer reasonably
requests.
(e) Compliance with General Regulations. The approval of the Development
Plan and this Agreement shall not preclude the application of Avon's Municipal Code,
ordinances and regulations, or state or federal laws and regulations, which are general in
nature and are applicable to all property subject to land use regulation by Avon, including,
but not limited to, building, exterior energy offset, fire, plumbing, electrical and mechanical
codes, as all such regulations exist on the date of this Agreement or may be enacted or
amended after the date of this Agreement. Furthermore, all matters not covered by this
Agreement are controlled by the Municipal Code. This Agreement does not prevent Avon
from imposing additional building and construction related requirements that are not
inconsistent with this Agreement as conditions for approval of a building permit.
(f) Counterparts. This Agreement shall be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any electronically delivered counterparts shall
have the same force and effect as an “ink signed” original.
(g) No Joint Venture or Partnership. No form of joint venture or partnership
exists between Avon and the Owner, and nothing contained in this Agreement shall be
construed as making Avon and the Owner joint venturers or partners.
(h) No Third Party Beneficiaries. This Agreement is not intended to and shall
not in fact create any third party beneficiaries.
(i) No Waiver of Governmental Immunity. Nothing in this Agreement shall
be construed to waive, limit, or otherwise modify any governmental immunity that may be
available by law to Avon, its officials, employees, contractors, or agents, or any other
person acting on behalf of Avon and, in particular, governmental immunity afforded or
available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part
1 of the Colorado Revised Statutes.
(j) Recording of Agreement. This Agreement shall be recorded in the Clerk
and Recorder's office for the County of Eagle and the obligations contained in this
Agreement shall run with the land.
(k) Severability. In the event that any term, provision, covenant, or condition
of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then the remaining provisions of this Agreement shall continue in full force
and effect so long as the intent of this Agreement is not frustrated.
(l) Reasonableness. Each Party agrees that it will not unreasonably withhold,
delay or condition any consent or approval that it may be requested to provide pursuant to
this Agreement.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 11
6637119.76637119.8
(m) Waiver. No waiver of one or more terms of this Agreement shall be
effective unless in writing. No waiver of any provision of this Agreement in any instance
shall constitute a waiver of such provision in other instances.
[Remainder of page intentionally left blank; signatures follow]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 12
6637119.76637119.8
IN WITNESS WHEREOF, Avon and the Owner have executed this Agreement effective
as of the Effective Date.
GP AVON DEVELOPER, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF COLORADO )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
2026, by _______________ as _____________________ of GP Avon Developer, LLC, a
Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________
Notary Public
TOWN OF AVON:
By:ATTEST:
Tamra Underwood, Mayor Miguel Jauregui Casanueva
APPROVED AS FORM:
Nina Williams, Town Attorney
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 13
6637119.76637119.8
EXHIBIT A
THE PROPERTY
PARCEL 1:
LOT B, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
PARCEL 2:
LOTS 2 AND 3, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF
LOTS A AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47,
48, 49, 50, 51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK,
AMENDMENT NO. 4, RECORDED MAY 07, 2003 AT RECEPTION NO. 832542, (EXCEPT
FOR LOT 2A (ALSO KNOWN AS RECONVEYANCE LOT A) AND LOT 3A (ALSO KNOWN
AS RECONVEYANCE LOT B) AS SHOWN THEREON, AND AS DESCRIBED IN THE
GENERAL WARRANTY DEEDS RECORDED ON OCTOBER 5, 2010 AT RECEPTION NO.
201019949 AND RECEPTION NO. 201019950, RESPECTIVELY).
PARCEL 3:
LOT 5, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 07, 2003 AT RECEPTION NO. 832542.
PARCEL 4:
LOT 7, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit H-
Page 14
6637119.76637119.8
EXHIBIT B
COMMUNITY SPACE PARKING SPACES
Problem Resolution: After completion of construction of the Lot B Development, and the
implementation of this Parking Management Plan, a Committee shall be formed whose purpose is
to jointly address future parking issues that may arise and to potentially adjust the number of the
Avon Center’s dedicated New Subsurface Parking Spaces in the New Parking Structure. At the
sole discretion of the Avon Center Executive Board, the number of the Avon Center’s dedicated
New Subsurface Parking Spaces in the New Parking Structure could be decreased or increased
(never to exceed forty-two (42) New Subsurface Parking Spaces in the New Parking Structure).
The released spaces would be added to the revenue generating guest parking spaces in the New
Parking Structure. This Committee will include two representatives designated by GPAD or the
Lot B Development and two representatives designated by the Avon Center Executive Board. The
Committee shall meet at least semi-annually and more frequently if needed, to engage in
communication and discussion, making a good faith effort to actively solve problems in a timely
manner. The process involves two-way meetings with the representatives where each party fully
airs its position and each listens to gain insight into the other’s reasoning.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 1
6637119.76637119.8
EXHIBIT I
Escrow Agreement
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of _____________,
2026, by and among GP AVON DEVELOPER, LLC, a Delaware limited liability company
(“Developer”), THE TOWN OF AVON, a home rule municipal corporation of the State of
Colorado (“Avon”), and LAND TITLE GUARANTEE COMPANY, LLC (‘‘Escrow Agent’’).
The parties to this Agreement are sometimes referred to herein individually as a “Party” and
collectively as the “Parties.”
Recitals
A. Developer and Avon are parties to an agreement entitled “The Summit
Development Agreement” dated as of _________________, 2026 (the “Summit Development
Agreement”), pursuant to which Developer and Avon have agreed upon certain terms and
conditions for the development by Developer of a 164-unit residential project and an
approximately 4,000-square foot commercial community space on certain real property described
in the Summit Development Agreement (the “Project”). A copy of the Summit Development
Agreement is attached hereto as Exhibit A. Any initially capitalized terms used but not otherwise
defined in this Agreement shall have the meanings assigned to such terms in the Summit
Development Agreement.
B. Pursuant to the Summit Development Agreement, Avon will be depositing into an
escrow account with Escrow Agent (the “Escrow Account”) certain funds, in the amounts and at
the times set forth in Section 6 of this Agreement (the “Escrowed Funds”), and Developer and
Avon will be depositing into escrow with the Escrow Agent certain documents described in
Section 8 of this Agreement (the “Escrowed Documents”).
C. The Parties desire to enter into this Agreement to set forth the terms applicable to
the establishment of the Escrow Account, the deposit into and disbursement from the Escrow
Account of the Escrowed Funds, and the deposit into escrow and subsequent recordation of the
Escrowed Documents.
Agreement
NOW THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby
incorporated into this Agreement.
2. Appointment of Escrow Agent. The Parties hereby appoint Escrow Agent to act as
the escrow agent in accordance with the terms and conditions of this Agreement, and Escrow Agent
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 2
6637119.76637119.8
hereby accepts such appointment. Escrow Agent agrees to receive, hold and disburse the Escrowed
Funds, and to receive and record the Escrowed Documents, in accordance with the terms and
conditions of this Agreement. The duties of Escrow Agent are limited to those specifically
provided in this Agreement.
3. Reliance on Notice. Escrow Agent may act in reliance upon any writing or
instrument or signature which Escrow Agent, in good faith, believes to be genuine, and may
assume the validity and accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing, notice, advice or
instruction in connection with the provisions hereof has been duly authorized so to do.
4. Non-Liability of Escrow Agent. Escrow Agent shall not be liable for any mistakes
of fact, or errors of judgment or for any acts or omissions of any kind unless caused by the willful
misconduct or gross negligence of Escrow Agent. Escrow Agent shall not be liable for any taxes,
assessments or other governmental charges which may be levied or assessed upon the Escrowed
Funds or any part thereof, or upon the income therefrom. Escrow Agent may rely upon the advice
of counsel and upon statements of accountants, brokers or other persons reasonably believed by it
in good faith to be expert in the matters upon which they are consulted, and for any reasonable
action taken or suffered in good faith based upon such advice or statements.
5. Indemnity of Escrow Agent. To the extent permitted by law, Developer and Avon,
jointly and severally, agree to indemnify Escrow Agent for, and hold it harmless against, any and
all liability incurred by the Escrow Agent by reason of this Agreement, or in connection with
Escrow Agent's performance of its duties hereunder, except for any liability resulting from Escrow
Agent’s willful misconduct or gross negligence. Developer shall reimburse Escrow Agent for all
reasonable out-of-pocket expenses, including but not limited to attorneys’ fees and court costs
incurred pursuant to this Agreement, and any necessary disbursements and advances incurred or
made by Escrow Agent in the performance of its duties hereunder.
6. Deposit of Escrowed Funds. Escrow Agent shall establish the Escrow Account
with a financial institution approved by Developer and Avon. Upon receipt of a completed W-9,
the Escrow Account shall be an interest-bearing account, and all interest earned on the Escrowed
Funds shall be added to and become part of the Escrowed Funds. Escrow Agent shall not be
responsible for maximizing the yield on the Escrowed Funds. Under no circumstances shall
Escrow Agent be liable for loss of funds due to bank or other Institution failure, including
employees or agents thereof, suspension or cessation of business, or any action or inaction on the
part of the bank or other institution, or any delivery service transporting funds to and from the
institution. Avon shall deposit the following Escrowed Funds with Escrow Agent, to be placed in
the Escrow Account (the “Avon Deposits”):
(a) Within five (5) business days after receipt thereof, Avon shall deposit with
Escrow Agent the amount of use tax paid by Developer in connection with Avon’s issuance
of a building permit for the Project (the “Building Permit”) (or, if Avon so directs,
Developer shall deposit such use tax directly with Escrow Agent);
(b)WithinOn the earlier of (i) within ten (10) business days following the
deposit made pursuant to Section 6(a) above or (ii) December 31, 2026, Avon shall deposit
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 3
6637119.76637119.8
with Escrow Agent an amount equal to $4,000,000, less the amount deposited pursuant to
Section 6(a) above.
(c)WithinOn the earlier of (i) within ninety (90) days after issuance of the
Building Permit or (ii) December 31, 2026, Avon shall deposit with Escrow Agent an
additional $6,000,000.
(d) Within ten (10) days following issuance of a certificate of occupancy for
the Project, and provided that Eagle County, Colorado (the “County”) has delivered its
portion of such funds to Avon, Avon shall deposit with Escrow Agent an additional
$1,110,0001,840,000 (the “Deferred Deposit”).
7. Release of Escrowed Funds. The Escrowed Funds shall be disbursed by Escrow
Agent to Developer as follows:
(a) The $10,000,000 deposited by Avon with the Escrow Agent pursuant to
Sections 6(a), 6(b), and 6(c) (plus all interest accrued on those funds) shall be disbursed to
Developer in the amounts and at such times as follows:
i.(a) At$2,000,000 at such time as Developer has (i1) invested at least
$40,000,00012,000,000 toward the costs of the Project and (ii2) secured the
remaining funds necessary to construct the Project, based on the guaranteed
maximum price set forth in the Project’s construction contract;
ii. $2,000,000 at such time as Developer has invested an additional
$12,000,000 (for a total of $24,000,000) toward the costs of the Project;
iii. $3,000,000 (plus all interest accrued in the Escrow Account) at such time
as Developer has invested an additional $67,000,000 (for a total of
$91,000,000) toward the costs of the Project; and
iv. $3,000,000 (plus all interest accrued in the Escrow Account) at such time
as Developer has invested an additional $19,000,000 (for a total of
$110,000,000) toward the costs of the Project.
, OwnerPrior to each disbursement, Developer shall deliver to Escrow Agent, with a copy
to Avon, notice of the same, and requesting release of all Escrowed Funds then being held
in the Escrow Account (i.e.,the applicable portion of the Escrowed Funds deposited by
Avon pursuant to subsection 6(a), 6(b) and 6(c) above, plus all interest accrued on those
funds) (the “Disbursement Request”). If Avon does not deliver to Developer and Escrow
Agent a written objection to the Disbursement Request within five (5) business days after
the date of the Disbursement Request, Escrow Agent shall disburse all Escrowed Funds
being held at such time (including all accrued interest) to Developer. The Parties
understand and agree that the Deferred Deposit will not have been made by this time. If
Avon does deliver a written objection to the Disbursement Notice to Developer and the
Escrow Agent within five (5) business days after the date of the Disbursement Request,
Escrow Agent shall not disburse the Escrowed Funds, but shall continue to hold the
Escrowed Funds until receipt of written instructions signed by both Developer and Avon,
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 4
6637119.76637119.8
or if Escrow Agent has not received such written instructions within thirty (30) days
thereafter, it may interplead such funds in accordance with Section 12 of this Agreement.
(b) Within ten (10) days following the recordation of the Community Housing
Deed Restrictions pursuant to Section 8 of this Agreement, the Deferred Deposit, together
with any interest earned thereon, shall be disbursed to Developer.
8. Deposit and Recordation of Community Housing Deed Restrictions. At such time
as Developer and Avon have agreed upon the form of the Community Housing Deed Restrictions
(as defined in the Summit Development Agreement), Developer and Avon shall execute the
Community Housing Deed Restrictions and deliver the same to Escrow Agent. Following
completion of the Project, receipt of joint written direction from Developer and Avon, and the
receipt of sufficient recording fees and filing funds from the Parties. Escrow Agent shall record
the Community Housing Deed Restrictions in the Eagle County Clerk and Recorder’s Office.
9. Termination of Escrow. At such time as the Escrowed Funds have been fully
disbursed by Escrow Agent and the Community Housing Deed Restrictions have been recorded
by Escrow Agent pursuant to the terms of this Agreement, Escrow Agent shall close the Escrow
Account and this Agreement shall terminate and be of no further force and effect.
10. Resignation. Escrow Agent, or any successor to it hereafter appointed, may at any
time resign by giving notice in writing, stating the effective date of its resignation to Developer
and Avon, and furnishing to Developer and Avon a written accounting of the Escrowed Funds, in
such form and containing such information as Developer and Avon may reasonably request, and
upon the appointment of a successor Escrow Agent as hereinafter provided and upon the delivery
to such successor Escrow Agent of all of the Escrowed Funds remaining in Escrow Agent’s
possession, shall be discharged from any further duties hereunder. In the event of such resignation,
a successor Escrow Agent shall be appointed by Developer, subject to the prior approval of Avon,
which approval shall not be unreasonably withheld, conditioned or delayed. Any such successor
Escrow Agent shall deliver to Developer and Avon a written instrument accepting such
appointment hereunder, and thereupon it shall succeed to all of the rights and duties of Escrow
Agent hereunder, and shall take delivery of all then remaining Escrowed Funds and any other
amounts held by it pursuant to this Agreement to hold in accordance with the terms hereof.
11. Notices. All notices, demands or other communications required or permitted to
be given hereunder (each a “Notice” for the purposes of this Section) shall be in writing, unless
oral notice is expressly permitted in the applicable Section. Any and all written Notices shall be
deemed to have been duly delivered upon transmission by email to the applicable address(es) set
forth below. Notwithstanding the foregoing, (a) if the Notice is a termination, default or change
of address Notice, such Notice must be additionally given within two (2) business days by either
personal delivery or overnight delivery with Federal Express or a similar overnight courier service
(provided that if the recipient of such notice given by email acknowledges receipt of such notice
in writing (including by email), the original notice need not be delivered) to the applicable
address(es) set forth below (each an “Alternative Delivery Method”), and (b) if no email address
is provided below for a party, any and all written Notices to such party shall be deemed to have
been duly delivered upon receipt by an Alternative Delivery Method or refusal following an
Alternative Delivery Method attempt in accordance with this Section.
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 5
6637119.76637119.8
If to Developer:
GP Avon Developer, LLC
c/o Grand Peaks Properties, Inc.
4582 South Ulster Street Parkway, Suite 1200
Denver, Colorado 80237
Attention: Don Simpson and Alan Simpson
Email: dsimpson@grandpeaks.com; asimpson@grandpeaks.com
Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
950 17th Street., Suite. 1600
Denver, Colorado 80202
Attention: Michael Westover and Lindsay Lyda
Email: mwestover@ottenjohnson.com; llyda@ottenjohnson.com
If to Avon:
Town of Avon
P.O. Box 975
Avon, Colorado 81620
Attention: Town Manager
Email: townmanager@avon.org
Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Email: townattorney@avon.org
If to Escrow Agent:
Land Title Guarantee Company
3033 East First Avenue, Suite 600
Denver, Colorado 80206
Attention: Charles Ottinger
Email: cottinger@ltgc.com
Each Party may change its addresses and/or email addresses for notices pursuant to a written notice
that is given in accordance with the terms hereof. As used herein, the term “business day” shall
mean any day other than a Saturday, Sunday or a legal holiday for which U.S. Mail service is not
provided. Whenever any date or the expiration of any period specified under this Agreement falls
on a day other than a business day, then such date or period shall be deemed extended to the next
succeeding business day thereafter.
12. Disputes and Interpleader. If any dispute arises between Avon and Developer, or
in the event any party fails for any reason to fully receipt and acquit the Escrow Agent in writing,
the Escrow Agent may refuse to carry out escrow instructions or to deliver any funds, documents,
or property it is holding to anyone. The Escrow Agent may continue, without liability, to refrain
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 6
6637119.76637119.8
and refuse to act: (a) until all the rights of the adverse claimants have been finally adjudicated by
a court having jurisdiction over the parties and the property, after which the Escrow Agent shall
act in accordance with the adjudication; or (b) until all differences have been resolved by
agreement and Escrow Agent has been notified and directed in writing signed jointly by the parties,
at which time the Escrow Agent shall act in compliance with the agreement. The Escrow Agent
may interplead into a court of competent jurisdiction at the Parties’ expense. To the extent
permitted by law, costs and legal fees associated with an interpleader action shall be paid jointly
and severally by Avon and Developer, or deducted from the Escrowed Funds prior to deposit with
the Court.
13. Laws Relating to Unclaimed Funds. The Parties are hereby advised that unclaimed
funds may be payable to the State at some future date pursuant to unclaimed property laws, and
should Escrow Agent pay any such funds held in the Escrow Account, Escrow Agent shall be
released from all further responsibility under the Escrow Agreement and shall not be liable to any
Party so long as such payment was made pursuant to applicable law.
14. Successors and Assigns. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of the respective successors and assigns of the Parties
hereto, and may not be amended, modified or terminated except by a writing signed by all Parties
hereto.
15. Headings. The headings of the articles, sections and subsections of this Agreement
are for convenience and reference only, are not to be considered a part hereof, and shall not limit
or otherwise affect any of the terms hereof.
16. Waiver. No action taken pursuant to this Agreement shall be deemed to constitute
a waiver by the Party taking such action of compliance with any agreement contained herein. No
waiver of any of the provisions of this Agreement shall be valid unless the same is in writing and
signed by the Party against whom such waiver is sought to be enforced. The written waiver by
any Party to this Agreement of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of such provision or as a waiver of any breach of
any other provision of this Agreement.
17. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
18. Prior Understandings. This Agreement supersedes all prior understandings and
agreements, whether written or not, between the Parties hereto relating to the transactions provided
for herein. This Agreement represents the final agreement between the Parties relating to the
transactions provided for herein and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the Parties. There are no unwritten oral
agreements between the Parties. Nothing contained in this Agreement shall be deemed to modify
the terms of the Summit Development Agreement.
19. Severability. Any provision of this Agreement which is declared by a court of
competent jurisdiction to be illegal, invalid, prohibited or unenforceable shall be ineffective only
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 7
6637119.76637119.8
to the extent of such illegality, invalidity, prohibition or unenforceability, without invalidating or
otherwise affecting the remaining provisions of this Agreement.
20. Expenses. Except as expressly provided in this Agreement, each of the Parties to
this Agreement, except Escrow Agent, shall pay its own expenses in connection with this
Agreement and the transactions contemplated hereby, including the fees and expenses of its
counsel and its accountants and other experts.
21. Cumulative Remedies. All rights and remedies of any Party hereto are cumulative
of each other and of every other right or remedy such Party may otherwise have at law or in equity,
and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.
22. Costs of Legal Proceedings. In the event that a Party hereunder institutes legal
proceedings with respect to this Agreement, the prevailing Party shall be awarded, in addition to
any other relief to which it is entitled, its costs and expenses incurred in connection with such legal
proceedings, including, without limitation, reasonable attorney’s fees. Notwithstanding the
foregoing, Escrow Agent shall not be held liable for costs, expenses, or attorney’s fees incurred in
connection with legal proceedings pursuant to this Paragraph 22 absent a finding that Escrow
Agent was engaged in willful misconduct or gross negligence.
23. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which shall constitute but one and the
same instrument. Emailed pdf signatures hereon shall be deemed original signatures for all
purposes.
24. No Waiver of Governmental Immunity. Nothing in this Agreement shall be
construed to waive, limit, or otherwise modify any governmental immunity that may be available
by law to Avon, its officials, employees, contractors, or agents, or any other person acting on
behalf of Avon and, in particular, governmental immunity afforded or available pursuant to the
Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised
Statutes.
25. TABOR. The Parties understand and acknowledge that Avon is subject to
Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the
terms and requirements of TABOR by the execution of this Agreement. It is understood and
agreed that this Agreement does not create a multi fiscal year direct or indirect debt or obligation
within the meaning of TABOR. Developer understands and agrees that, notwithstanding anything
in this Agreement to the contrary, to the extent the Avon Deposits have not been made by
December 31, 2026, Avon’s deposit of the Avon Deposits is expressly dependent and conditioned
upon the continued availability of funds beyond the term of Avon’s current fiscal period ending
on December 31, 2026 or, with respect to the Deferred Deposit, upon the County delivering to
Avon the funds necessary to make the Deferred Deposit. Financial obligations of Avon payable
after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted, and otherwise made available in accordance with the rules, regulations and resolutions
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 8
6637119.76637119.8
of Avon and other applicable law. However, if Avon does not make the Avon Deposits, Developer
shall have the rights set forth in Section IX.D of the Summit Development Agreement.
[The remainder of this page has been left blank intentionally.]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 9
6637119.76637119.8
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed effective
as of the date first set forth above.
DEVELOPER:
GP AVON DEVELOPER, LLC, a Delaware
limited liability company
By:
Name:
Title:
TOWN OF AVON:
By:
Tamra Underwood, Mayor
ATTEST:
Miguel Jauregui Casanueva
APPROVED AS FORM:
Nina Williams, Town Attorney
ESCROW AGENT:
LAND TITLE GUARANTEE COMPANY, LLC
By:
Name:
Title:
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Exhibit I-
Page 10
6637119.76637119.8
EXHIBIT A
[SUMMIT DEVELOPMENT AGREEMENT]
[to be attached]
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
Summary report:
Litera Compare Cloud 11.15.0.57 Document comparison done on 5/22/2026
5:06:18 PM
Style name: Default Style
Intelligent Table Comparison: Active
Original filename: The Summit - Development Agreement.docx
Modified filename: The Summit - Development Agreement.docx
Changes:
Add 560
Delete 215
Move From 4
Move To 4
Table Insert 0
Table Delete 0
Table moves to 0
Table moves from 0
Embedded Graphics (Visio, ChemDraw, Images etc.)3
Embedded Excel 0
Format changes 0
Total Changes: 786
ATTACHMENT A - THE SUMMIT DEVELOPMENT AGREEMENT REDLINE
970.748.4004 eric@avon.org
TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager
RE: The Summit Development Agreement
DATE: 5/7/2026
SUMMARY: This report presents the Development Agreement for The Summit apartment project on Lot B
along with a variety of other agreements which are related to the full implementation of this Development
Agreement. Council may approve this agreement by motion. Review of this Development Agreement is
scheduled for May 12, May 26 and June 9. Action on this Development Agreement on June 9th is
anticipated and recommended because I will not be available for June 23rd Council meeting and Council
does not meet again until July 28.
The structure of the revenues, Avon’s financial contributions, financing, and internal accounting for the
Avon DDA 50% contribution to Community Housing and past agreements with the Confluence Metropolitan
District create a complex mosaic of revenue sources with different considerations, restrictions and timing.
The overall proposal and structure works positively for the Town whereby all Town’s direct costs will be
funded by the Use Tax and Property Tax paid by the developer (“Owner”).
TERMS OF THE DEVELOPMENT AGREEMENT: The Development Agreement defines both the
obligations of the Owner and obligations of the Town of Avon (“Avon”). The Owner’s obligations are
categorized by obligations that are general and obligations to be completed before issuance of a building
permit, before issuance of a Certificate of Occupancy, and on-going obligations for the life of the Project.
Owner’s obligations include all the conditions in the Record of Decision.
Term of the Development Agreement. The Term of the Development Agreement is for the life of the
“Building” plus three years after the destruction or demolition of the Building to allow a reasonable period
for reconstruction of the same Building. The extended Term of the Development Agreement is important
because there is a list of Owner’s obligations regarding maintenance and compliance with different aspects
of the Development Agreement which continue during the life of the Building.
Owner’s General Obligations.
A.Reasonableness. Both Owner and Avon have a general obligation to not withhold or
unreasonably delay any review or approval required by the Agreement.
B.Construction of Development. Owner is obligated to construct the Project.
C.Indemnification. Owner is obligated to indemnify Avon for any legal claims arising from activities
of the Owner.
Owner’s Obligations Prior to Building Permit.
A.Complete Design of the Community Space. Design of the Community Space must be finalized
and materials specified before issuance of a building permit. The construction is only for the shell
of the Community Space and does not include interior finishing.
Attachment B
Page 2 of 11
B. Reciprocal Access Easement Agreement. Owner is required to demonstrate adequate
agreements are executed with the developer of adjacent Lot 3 for the shared parking garage
access ramp.
C. Compliance with Agreement with Avon Center. Self-explanatory.
D. Conveyance of Civic Plaza Easement. We discussed a fee simple conveyance, but there are so
many encumbrances and agreements affecting Lot B that it would be very difficult to amend the
various agreements and encumbrances affecting all of Lot B and it would be preferrable for Avon to
simply accept an easement rather than taking title and becoming potentially liable or affected by
the many agreements impacting Lot B. NOTE: We are verifying in the field that the easement
area matches the pending Civic Plaza design from Stolfus, our Pedestrian Mall Designers.
E. Easement for Heat Recovery Utility Line. This is an easement to run the Heat Recovery Utility
Line through the first level of the parking structure to serve the Sun Road Redevelopment Area.
The easement and expense of running this line will be provided credits towards the Exterior Energy
Offset Program fees.
F. Deed Restricted Housing Units. This obligation includes the requirement to deed restrict 4
employee housing mitigation units with maximum rent limited to 120% Area Median Income (“AMI”)
and up to 14 two-bedroom units with maximum rent limited to 100% Area Median Income.
Owner’s Obligations Prior to Certificate of Occupancy.
A. Construction of Public Improvements. Owner is obligated to construct and install Public
Improvements. “Public Improvements” include off-site public infrastructure improvements, which
includes extension of the Heat Recovery Utility Line and reconfiguration of the south side of West
Beaver Creek Boulevard to create two new vehicle access points and create a loading/delivery
zone area in front of The Summit building.
B. Construction of Community Space. This section addresses obligation to construct, Avon’s right
to inspect, how any change orders are treated, and acceptance of warranties. NOTE: Exhibit C:
Community Space needs more detail on the scope of the patio space to be constructed and
dedicated to Town of Avon and on the specifications for construction and delivery of the
interior shell. Adjustment to the graphic depiction is expected along with an accompanying
written description of the minimum specifications for the commercial shell construction.
C. Creation of Community Space. Owner is required to create a condominium plat and convey the
ownership right of the Community Space (including the patio between the commercial space and
the Avon Pedestrian Mall).
D. Community Housing Deed Restrictions. Includes obligation to execute and record the
Community Housing Deed Restrictions. NOTE: Forms of the Community Housing Deed
Restriction prepared by the Town Attorney will be provided to the Owner prior to finalizing
the Development Agreement. Council does not review the forms of the Community Housing
Deed Restriction per the Avon Community Housing Policies.
Page 3 of 11
E. Art Mural. Includes the obligation of Owner to propose an art mural to the CASE Committee, who
then reviews and approves the Art Mural. Then Owner must install the art mural.
Owner’s On-Going Obligations.
A. Maintenance of Pedestrian Connection. Self-explanatory, similar to Gondola Plaza
B. Maintenance of Outdoor Common Areas Landscaping and Hardscape. This is somewhat
redundant with the general obligation to maintain landscaping and hardscape as part of an
approved Development Plan.
C. Maintenance of Art Mural. Self-explanatory.
D. Outdoor Water Use. This is similar language to other Development Agreements that include
details and limits on outdoor irrigation and water use.
E. Maintenance of Parking Structure. This is a general obligation to maintain the parking structure.
F. Parking Management Plan. Self-explanatory.
G. Compliance with Avon Center Agreement. Self-explanatory.
H. Compliance with Reciprocal Easement Agreement. Self-explanatory.
Avon’s Obligations.
A. Reasonableness. This is a reciprocal obligation to not withhold or unreasonably delay any
required review or approval.
B. Water Service. This is a general statement that Avon is agreeing to provide water from its water
portfolio (i.e. within the Upper Eagle River Water Authority guarantee to serve 5282.45 Single
Family Equivalents (“SFEs”). Avon’s master list of assignment of SFEs had designated 120 SFEs
for Lot B. Actual development is 164 units plus the 4,000 sq.ft. Community Space. Avon has
adequate surplus guaranteed SFEs to serve The Summit. Any future approvals of increased
density for development or redevelopment that are above the assigned SFEs should include an
analysis of the remaining guaranteed SFE commitment and ability to serve all properties currently
zoned in Avon. The Upper Eagle Regional Water Authority has indicated interest in exploring the
conversion of the guaranteed SFE commitment to Avon to a guaranteed quantity of consumptive
use. Avon currently uses much less per SFE than the original consumptive use projections with
our water rights, so a conversion to consumptive use has the potential to create a water service
guarantee that far exceeds any reasonable scenario for density increases and up-zonings.
C. Community Housing and Community Space Tax and Fee Waivers. The Community Housing
and Community Space Tax and Fee Waivers are calculated by adding the Employee Housing
Mitigation units (4) and Additional Community Housing units (14) and the Community Space
(equivalent of 4 residential units) for a total of 22 equivalent residential units divided by 168
equivalent apartment units (164 plus the 4 equivalent units for the Community Housing) for a
percentage tax and fee waiver of 13.1%.
Page 4 of 11
D. Heat Recovery System. Avon’s obligation is to allow the Owner to connect to Avon’s Heat
Recovery System. There is not a set formula for a credit provided by using the Heat Recovery
System. The Owner is incurring costs to extend the Heat Recovery System line to the Lot B
property, costs to install a heat exchange to use the Heat Recovery System to heat the parking
garage, and costs to install the extension of the Heat Recovery System lines (send and return)
through the parking structure to West Beaver Creek Boulevard.
E. Community Housing Financial Contribution. The Community Housing Financial Contribution
includes Avon’s obligation to provide $4,000,000 for Community Housing Deed Restriction which
shall be in the form of Avon depositing the Use Tax payment when made into an escrow account
and then Avon providing supplemental funds in an amount sufficient for $4,000,000 within 10 days
of receiving the Use Tax payment. The estimated Use Tax payment is $2,000,000. The additional
funds for the full $4,000,000 deposit is proposed to come from a combination of the Community
Housing Fund and/or the unrestricted General Fund Reserves. Any supplemental funds from the
unrestricted General Fund reserves would be considered an “advance” by the Town of Avon.
Future tax increment from the Avon Downtown Development Authority would be remitted to the
Town of Avon to reimburse the “advance” amount from the unrestricted General Fund reserves.
SEE BELOW FOR MORE DISCUSSION OF FINANCIAL ARRANGEMENTS.
F. Community Space Financial Contribution. Avon’s Community Space Financial Contribution of
$6,000,000 is required to be deposited into the Escrow Account within 90 days of issuance of a
building permit. Repayment would be through the tax increment generated by the Project. Avon
expects to close on a loan through a local bank (probably Alpine Bank). Approval of loan
documents is expected to require adoption of an ordinance, which requires 2 readings and 30 days
to take effect. We believe we will be able to complete the loan approvals and close on the loan in
approximately 60 days after issuance of a building permit. 90 days is specified to allow extra time
if for any reason it takes longer than 2 Council meetings to approve the loan documents.
Agreements with both the Avon Urban Renewal Authority and the Avon Downtown Development
Authority are proposed to formalize that the tax increment from this project would be remitted to the
Town of Avon for repayment of the loans. SEE BELOW FOR MORE DISCUSSION OF
FINANCIAL ARRANGEMENTS.
COMMUNITY SPACE INTERIOR FINISH: In addition to Avon’s Obligations in the Development
Agreement, Avon will receive the Community Space as a commercial shell and will be responsible for
interior finishing. This will include construction of public restrooms, a small kitchen/storage area for food
and beverage service, a service counter, seating for the food and beverage operation, a counter with wash
sink for the culture and arts flex space, and ample closet storage for tables, chairs, mobile walls, and
supplies to support reconfiguration of the flex space and to support use by different non-profit and
community groups. The preliminary estimated cost for interior finishing is $500,000 to $800,000 ($125-
$200/sq.ft.) The commercial shell space will be provided with HVAC, plumbing stub-outs, venting
connections, electrical within the exterior walls, exterior doors and windows, and 100% completion of the
exterior patio and landscaping. Finance has reviewed the potential utility costs for the Community Space
and anticipate these annual costs would range from $8,000 to $12,000. Future replacement costs for
equipment included in the Community Space will have an immaterial effect on the Towns Equipment
Replacement Fund. The Community Space will be finished in a “turn-key” condition for food and beverage
operations and community use of the flex space. Revenues generated from the food and beverage
operations are expected to exceed operational costs for the Community Space.
Page 5 of 11
COMMUNITY SPACE PROGRAMMING: Danita and I have begun the process to consider programming
for the Community Space, with particular attention to the construction of the commercial shell to allow
interior finishing in a manner that maximizes efficiency and flexibility. Programming details will be further
developed and refined over the next year with involvement by the CASE Committee.
FUNDING CONTRIBUTIONS: Avon is contributing $4,000,000 for the purchase of Community Housing
Deed Restrictions and $6,000,000 for the construction of the Community Space commercial shell, the
adjacent patio and the dedicated parking spaces. A request for Eagle County to contribute $1,110,000 to
supplement Avon’s contribution for Community Housing Deed Restrictions has been submitted and is
pending review by the Board of County Commissioners of Eagle County. Avon is also receiving the benefit
of the land lease for the Civic Plaza and the construction and public easement for a pedestrian connection
between West Beaver Creek Boulevard and the Pedestrian Mall. The Owner’s financing requires Avon’s
total contribution of $10,000,000 to be deposited and released during the construction of the Project.
$4,000,000 Community Housing Financing. Avon is contributing $4,000,000 for the purchase of deed
restrictions on “Additional Community Housing”. This contribution is expected to be matched with a
contribution from Eagle County in the amount of $1,110,000, which will secure deed restrictions on 14 total
two-bedroom apartments that restrict the maximum rent to 100% Area Median Income. The number of
deed restricted units would be reduced to 11 if Eagle County ultimately does not contribute $1,110,000 to
match Avon’s contribution.
Financing for the purchase of Community Housing deed restrictions is not eligible for tax exempt financing;
therefore, the proposed arrangement is for the Town to pay the $4,000,000 contribution with a combination
of Use Tax paid on the property, available Community Housing funds, and the remainder from the General
Fund unrestricted reserves. See discussion below on Project Revenues.
$6,000,000 Community Space Loan. Paul Redmond has requested loan proposals from local banks.
Paul and I have compared local bank loans to the cost and terms of a municipal bond issuance. We
believe a local bank loan achieves better loans terms and can be completed with less cost.
Alpine bank has offered to provide a $6,000,000 loan with these initial terms: 4.3% interest rate, 20 year
term, pre-payment penalty, loan fees not to exceed $42,000, annual payment would be $450,000. The
municipal bond issuance prospectus would be expected to achieve a 4.2% interest rate, but with higher
transaction costs and an annual payment of $467,000, or $340,000 extra payment costs over the 20 year
life of the loan.
Paul and I considered a 25 year loan term, which is offered at the same interest rate and would result in a
reduced annual payment of $396,000 per year and an increase in $900,000 in additional interest paid over
the life of the loan. We believe the shorter 20 year term is preferrable to reduce the overall interest paid for
this loan.
Timing of Depositing Funds. Funds for both the Community Housing Deed Restrictions and the
Community Space will be placed into an Escrow Account. The $4M Community Housing Deed Restricted
funds will be placed into the Escrow Account with the Use Tax payment to be deposited immediately and
the balance of the funds necessary for the $4M deposit to be deposited within 10 days of receipt of the Use
Tax payment. The $6M Community Space funds will be placed into Escrow Account within 90 days of
issuance of a building permit.
Page 6 of 11
Release of Funds from Escrow Account. Funds would be released from the Escrow Account once the
Owner has expended $40M on the construction of the project (to be verified by review of the construction
contract and payments) AND Owner has secured sufficient construction financing to pay for the remainder
of the construction. We anticipate that the release of funds from the Escrow Account may occur in spring
or early summer of 2027.
PROJECT REVENUES: Avon’s financial obligations would be paid for by the revenues generated from
development of The Summit. This includes the Use Tax payment (paid at the time of pulling a building
permit) and the “Tax Increment” generated by the project due to the increase in valuation.
Use Tax. The total Project construction cost is estimated to be between $120M and $130M. The Use Tax
payment is estimated based on $55M in value of construction materials. The actual value of construction
materials could be higher after review of the building permit by Avon. The 4% Use Tax on $55M in
construction materials equals a Use Tax payment of $2,200,000, which would be reduced by 13.1% to
$1,911,800 as part of tax and fee waivers for the deed restricted units and the Commercial Space.
Tax Increment. We are using $95M as the estimated new construction assessor’s valuation. We believe
this is a conservative number and that the actual valuation may be slightly higher. The Community Space
would be owned by Town of Avon and not included in the tax increment valuation. The remainder of the
property would be assessed at the residential rate of 6.8%, which results in an estimated “assessed value”
of $6,460,000. This assessed value is used for modelling of tax increment property tax revenues that will
be generated by the construction of the Project.
Avon URA & DDA. Avon established the Avon Urban Renewal Authority in 2006, including adoption of the
West Town Center Investment Plan in 2007. The West Town Center Investment Plan is authorized to
capture the tax increment for 25 years, or through calendar year 2032 with the final payment in fall of 2033.
Avon also created a Downtown Development Authority in 2023, which includes the Property within its
boundaries. These overlapping districts are unusual and I am not aware of another instance of a URA area
overlapping a DDA area. The Avon Downtown Development Authority has the ability to capture 100% of
the tax increment for thirty years, or through 2053 with the final tax increment payment in the succeeding
year of 2054.
NOTE: Downtown Development Authorities have the ability to extend the tax increment financing for two
additional 10 year periods (that is the way the statutes are worded, it’s not 20 years) and the Avon DDA is
allowed to continue capturing 50% of the tax increment during these extended periods. Extension of the
Avon DDA beyond the initial 30 year term is not considered or included in the financial calculations in this
report.
General Property Tax. The Avon Urban Renewal Authority will capture the tax increment generated from
the increased valuation of the development. For modelling purposes, we assume 10% of total valuation in
2026, 50% in 2027, and 100% in 2028. Property tax payments are remitted by the County to the taxing
entities by the fall of the succeeding year. The general property tax mill levy in Avon (including all taxing
entities except Avon Station/Confluence Metro Districts) is 56.792 mills. This results in an estimated
annual tax increment payment of $366,876. This amount is used for the remaining duration of the Avon
URA West Town Center Investment Plan (through 2032) and for the remaining duration of the Avon
Downtown Development Authority (through 2053).
Page 7 of 11
Confluence and Avon Station Metropolitan Districts. The Confluence and Avon Station Metropolitan
Districts were formed during the development of the Westin Hotel and Riverfront Planned Unit
Development project. The Confluence Metro District is the “service district” that includes the Riverfront
Planned Unit Development area and Lot B. Avon Station is the “control district” that includes a small parcel
of land in which East West Partners control who may be a property owner with an undivided interest. Lot 3
of Sheraton Mountain Vista had a separate agreement and provided financial contributions over a period of
time, but that agreement has expired.
Confluence Metro District imposes a 55-mill property tax, consisting of 23 mills for operations and 32 mills
for repayment of debt. Avon also has payment obligations related to the Westin Gondola and associated
facilities, including: (1) contributions toward Westin Gondola operations ($301,336 in 2026) and (2)
contributions toward the operation and maintenance of the Gondola Plaza and public restrooms ($62,828 in
2026). The Avon Urban Renewal Authority previously approved an intergovernmental agreement with the
Confluence/Avon Station Metro Districts to remit the tax increment funds collected under the
Confluence/Avon Station Metro Districts mill levy. Avon approved a similar agreement in 2023 for the Avon
Downtown Development Authority to remit the tax increment revenues received under that mill levy.
Avon Town Council approved Ordinance 2006-03, which approved an Amended and Restated
Development Agreement for the Confluence Planned Unit Development (the name before Riverfront). The
Confluence development agreement states in Section 5.4 that Avon’s payment obligations for the Gondola
operations and the Gondola Plaza and Restroom shall be decreased on a dollar for dollar basis in the
amount of new property tax revenues from Lot B generated by the Operating Mill Levy.
Discussions and negotiations with Confluence/Avon Station Metro District have resulted in an agreement
that allows the Avon Urban Renewal Authority to retain BOTH the Debt Milly Levy and the Operating Mill
Levy through the remaining life of the Avon URA West Town Center Investment Plan and for the Avon
Downtown Development Authority to retain the revenue from the Operating Mill Levy through the initial 30
year life of the Avon DDA.
The revenue from the Debt Mill Levy is additional revenue that the current agreements do not
provide. The revenue from the Operating Mill Levy is simply a re-allocation of the reduced
payments from Avon’s General Fund that would occur under the existing agreement, which are
structured to be reallocated to the Avon URA and Avon DDA.
CASH FLOW AND FINANCING: The proposed financing structure is for Avon to advance the $4M for the
Community Housing and to execute a loan for the $6M for construction of the Community Space. Again,
this is proposed because expenditures for Community Housing Deed Restrictions are not eligible for tax
exempt financing, while the $6M expenditure for construction of the Community Space is eligible for tax
exempt financing. The recently quoted interest rate for a taxable 20 year bond is 5.82%, or 1.52% higher
than the private loan at 4.3% interest that is offered to Avon.
All the revenues received the Avon URA tax increment can be spent on the Community Space (as well as
other improvements and investments in the West Town Center Investment Plan area). At least 50% of the
revenues from the Avon DDA must be spent on Community Housing.
The annual debt service for the $6M loan is $450,000 with the first payment due in 2027. Projected tax
increment will ramp up in 2027 and 2028 to an estimated full valuation increment in 2029 that amounts to
Page 8 of 11
$722,176 per year. From 2034 through the end of the initial term of the Avon DDA the estimated full
valuation increment without the Confluence Debt Mill Levy amounts to $515,456 per year.
Cash flow and use of funds are shown in tables below. Under this model, Avon would “advance” some
funds before tax increment revenues are received, and therefore, internal “reimbursement agreements” are
proposed so use our internal funds as temporary financing rather than taking out larger loans. Alpine Bank
can consider a loan where the first payment is not made until the 3rd year, but that would result in accrued
interest for two years thereby increasing the original loan amount of $6M by $516,000, and then increasing
the annual payment amounts over the remaining 18 years.
Avon URA Projected Revenues.
Avon URA
General Mill $ 2,054,507.39
Confluence Operating Mill (23 mills) $ 832,048.00
Confluence Debt Mill (32 mills) $ 1,157,632.00
TOTAL $ 4,044,187.39
Loan Payments (7 payments, $450,000 per year) $ 3,150,000.00
Remaining $ 894,187.39
This Avon URA revenue projection shows that Avon can afford the first 7 years of loan payments and afford
to complete interior finishing up to $894,000. Avon will not receive sufficient tax increment in years 2027
and 2028 for the annual loan payment or the cost of interior finishing. The proposal is that Avon would use
unrestricted General Fund reserves or available Capital Improvement Project Fund balances during years
2027 and 2028 and would then reimburse such Fund used as the tax increment is received. This would be
documented with an Intergovernmental Agreement between the Avon URA and the Town of Avon whereby
the Avon URA agrees to pledge and remit its Tax Increment funds to the Town of Avon.
Avon DDA Projected Revenues (2034 through 2046).
Avon DDA
General Mill $ 4,769,392.16
Confluence Metro District Operating Mill $ 1,931,540.00
TOTAL $ 6,700,932.16
Loan Payments (13 payments, $450,000 per year) $ 5,850,000.00
Remaining $ 850,932.16
This Avon DDA revenue projection shows that Avon can afford the remaining 13 years of the loan
payments during the remaining 20 year term.
Avon DDA Projected Revenues (2047 through 2054).
Avon DDA
General Mill $ 2,935,010.56
Confluence Metro District Operating Mill $ 1,188,640.00
TOTAL $ 4,123,650.56
Page 9 of 11
Avon DDA Community Housing Commitment. The calculations of the total Avon DDA revenue, the 50%
calculation for Community Housing, and the available Avon DDA funds after payment of the Community
Space loan are provided as follows:
Total DDA Revenues
DDA General Mill $ 7,704,403
DDA Confluence Metro District Operating Mill $ 3,120,180
TOTAL $ 10,824,583
50% for Com Housing $ 5,412,291.36
DDA Available Revenues after Loan Payments
2034 – 2046 $ 850,932.16
2047 – 2054 $ 4,123,650.56
TOTAL $ 4,974,582.72
DIFFERENCE $ 437,708.64
The proposed agreement between the Town of Avon and Avon DDA would specify all the DDA tax
increment revenues to be applied to the repayment of the Community Space loan annual payment first,
then the remaining balance would be allocated for Community Housing. Technically, the Confluence Metro
District Operating Mill is additional tax increment funds for the Avon DDA that is re-allocating these funds
from a reduction of Avon payments from the General Fund (per the 2006 Confluence PUD Development
Agreement) to the Avon DDA.
Town of Avon/Avon URA/Avon DDA Agreements. Two intergovernmental agreements between the
Town of Avon and the Avon URA and the Town of Avon and the Avon DDA are prepared which would
stipulate that the tax increment revenues generated from The Summit Project will be remitted to the Town
of Avon through 2054. This arrangement is proposed to clearly designate these revenues for the Project
and to simplify accounting and tracking.
TOTAL PROJECT REVENUES & COSTS: This is a summary of the estimated total Project revenues from
2027 through 2054:
Total Project Revenues
Use Tax $ 1,911,800
URA General Mill $ 2,054,507
URA Confluence Operation Mill $ 832,048
URA Confluence Debt Mill $ 1,157,632
DDA General Mill $ 7,704,403
DDA Confluence Operation Mill $ 3,120,180
TOTAL $ 16,780,570
Total Costs
Community Space Loan $ 6,000,000
Interest on Loan for Community Space $ 3,000,000
Interior Finish $ 800,000
Community Housing $ 4,000,000
TOTAL $ 13,800,000
Page 10 of 11
The Project is estimated to generate $2,980,570 of revenues in excess of Avon’s direct costs over the life
of the Avon URA and Avon DDA tax increment financing period. This revenue and cost projection DOES
NOT include building permit fees (estimated at $800,000), Avon water tap fees (estimated at $672,000),
and Avon Real Estate Transfer Tax (estimated at $150,000).
FINANCIAL SUMMARY: The proposed financial structure results in coverage of Avon’s direct costs and a
projected surplus of $2,980,570. The agreement with Confluence Metropolitan District to allocate the
Operating Mill Levy to the Avon URA and Avon DDA (rather than a reduction of Gondola/Plaza/Restroom
payments from Avon’s General Fund) and to allocate the Debt Mill Levy to the Avon URA provides positive
cash flow for all but the first several years of the Project.
The total estimated revenue from the Confluence Operating Mill Levy is $3,952,228.
PUBLIC IMPROVEMENTS AGREEMENT: The Public Improvements Agreement is for the completion of
improvements on West Beaver Creek Boulevard (two access points and reconfiguration of a landscape
area into a loading/delivery zone in front of The Summit building) and the extension of the Heat Recovery
System utility line from the Avon Recreation Center and then through the Project to serve the future Sun
Road Redevelopment Area. The form of the Public Improvements Agreement is based on our standard
template. The requirement to provide security for completion of the Public Improvements has been deleted
because the Town has significant leverage to insure completion with issuance of a Certificate of
Occupancy. Town is preparing the designs for extension of the Heat Recovery System utility line because
this is unique and specialized and we already have CDM Smith engaged with evaluation of the system and
expansion of the system to serve new uses.
REMAINING DETAILS TO FINALIZE: Significant progress has been made to prepare the Development
Agreement and related documents and agreements to fully implement the Development Agreement. The
remaining documents and details to be finalized include:
1. Verify Civic Plaza Easement and Finalize the Parcel Description for recording – Exhibit B.
2. Include additional details and specifications for the Community Space – Exhibit C.
3. Finalize the engineering drawings for the Public Improvements Agreement – Exhibit G.
4. Revise the Parking Management Agreement or reference to the Parking Management Agreement
to confirm Town of Avon’s ability to enforce – Exhibit H.
RECOMMENDATION: I recommend continuance of The Summit Development Agreement review to the
May 26, 2026 Council meeting or June 9, 2026 Council meeting to allow more time for Council review,
questions and direction and to allow additional time to finalize outstanding details discussed above. If
Council finds the documents presented at this May 12, 2026 meeting to be in order and acceptable then I
would suggest continuing to June 9, 2026 to allow the time to finalize the documents and details that are
outstanding as described above.
PROPOSED MOTION: I move to continue review consideration of The Summit Development Agreement
to (May 26, 2026 or June 9, 2026).
Thank you, Eric
Page 11 of 11
ATTACHMENT A: Confluence and Avon Station Metro District diagram
ATTACHMENT B: Development Agreement DRAFT
ATTACHMENT C: Confluence and Avon Station Intergovernmental Agreement
ATTACHMENT D: Town of Avon and Avon Urban Renewal Authority Intergovernmental Agreement
ATTACHMENT E: Town of Avon and Avon Downtown Development Authority Intergovernmental
Agreement
ATTACHMENT A
1
6637119.7
THE SUMMIT
DEVELOPMENT AGREEMENT
THIS THE SUMMIT DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into
as of _______, 2026 (“Effective Date”) by and between GP Avon Developer, LLC, a Delaware
limited liability company (together with its successors and assigns, “Owner”) and the Town of
Avon, a home rule municipal corporation of the State of Colorado (“Avon”) (Owner and Avon
may be referred to individually as “Party” and collectively as “Parties”).
RECITALS
This Agreement is made with reference to the following facts:
A.Initially capitalized words and phrases used in this Agreement have the meanings set forth
in Section I;
B.The Owner owns the approximately 1.7-acre real property located in Avon and legally
described in Exhibit A attached hereto and incorporated herein (the “Property”);
C.The Owner submitted to Avon a Major Development Plan (File No. MJR25003)
application (“Major Development Plan”) and Development Bonus (File No. DEB25001)
application (“Development Bonus”) for the development of a 164-unit residential project
and an approximate 4,000-square foot commercial community space on the Property
referred to as “The Summit”;
D.Public Hearings were held by the Avon Planning and Zoning Commission on
November 17, 2025 and December 8, 2025 and held by Avon Town Council (“Council”)
on January 13, 2026, February 10, 2026, and March 10, 2026;
E.Council approved the Major Development Plan and the associated Development Bonus
applications on March 10, 2026 with certain conditions, as set forth in the Findings of Fact
and Record of Decision;
F.Avon and the Owner each have various obligations which must be coordinated for the
successful development of The Summit, including but not limited to design, financing,
construction, property conveyances, and execution of various legal documents concerning
ownership, Community Housing Deed Restrictions and other matters affecting title to the
Property and the rights of the Parties; and
G.Development of the Property in accordance with this Agreement will provide for orderly
growth in accordance with the policies and goals set forth in the Avon Comprehensive Plan
and will specifically implement goals and strategies of the Avon Urban Renewal Authority
West Town Center Investment Plan, the Avon Downtown Development Authority Plan
and the Avon Community Housing Plan.
ATTACHMENT B
2
6637119.7
AGREEMENT
NOW, THEREFORE, in consideration of the recitals set forth above, the terms, conditions,
covenants and mutual promises set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and Avon
agree as follows with respect to development of the Property:
I. DEFINITIONS
A. $4,000,000 Contribution has the meaning set forth in Section IX.D.1.
B. $6,000,000 Contribution has the meaning set forth in Section IX.D.1.
C. Additional Community Housing Units means the fourteen (14) Community
Housing Units which are in addition to the four (4) Employee Mitigation Units.
D. Agreement has the meaning set forth in the introductory paragraph of this
Agreement.
E. AMI means Area Medium Income as reported by CHFA.
F. Avon has the meaning set forth in the introductory paragraph of this Agreement.
G. Avon Center Agreement means the Amended and Restated Consolidated
Agreement by and between the Owner and Avon Center at Beaver Creek – I
Homeowners Association, to be recorded in the Eagle County clerk and recorder’s
office contemporaneously with the Effective Date.
H. Avon Community Housing Policies means the Avon Community Housing Policies
adopted by Avon and amended from time to time.
I. Avon Contributions has the meaning set forth in Section XI.L.
J. Building means the mixed-use building to be constructed on the Property as part of
the Development.
K. CASE Committee has the meaning set forth in Section VI.E.1.
L. Certificate of Occupancy means the earlier of a temporary certificate of occupancy
or a final certificate of occupancy issued for the Development by the Town.
M. CHFA means the Colorado Housing and Finance Authority.
N. Civic Plaza means the area of the Development between the Avon Town Hall and
Pedestrian Mall as depicted in Exhibit B to be constructed as a civic plaza in
accordance with the Development Plan.
O. Community Housing means Community Housing as defined in Municipal Code
Section 3.14.020 subject to specific terms defined in this Agreement.
3
6637119.7
P. Community Housing Deed Restriction(s) means the form of a Community
Housing Deed Restriction prepared and approved by Avon which is consistent with
the terms in this Agreement and which references and incorporates the Avon
Community Housing Policies.
Q. Community Housing Financial Contribution has the meaning set forth in
Section VIII.E.
R. Community Space means the approximately 4,000-square foot commercial space
to be located on the ground floor of the Building and appurtenant use rights over
the adjacent patio and landscape area between such commercial space and the
Pedestrian Mall as depicted in Exhibit C.
S. Community Space Financial Contribution has the meaning set forth in
Section VIII.F.
T. Council has the meaning set forth in Recital D.
U. Deed Restricted Housing Units means, collectively, the Employee Mitigation
Units and the Additional Community Housing Units.
V. Deferred Contribution has the meaning set forth in Section IX.D.3.
W. Development means the development of the Property in accordance with the
Development Plan, including the Building structure, shared parking structure
access ramp, landscaping, patios, walkways, signage, and Public Improvements.
X. Development Bonus has the meaning set forth in Recital C.
Y. Development Plan means the Major Development Plan and the associated
Development Bonus, subject to the conditions stated in the Findings of Fact and
Record of Decision.
Z. Effective Date has the meaning set forth in the introductory paragraph of this
Agreement.
AA. Employee Mitigation Units means the four (4) Community Housing units which
are required by the Municipal Code and which are calculated, defined and required
in the Development Plan to mitigate the housing for employees generated by the
Development.
BB. Escrow Account means the Escrow Account established by the Escrow Agreement
and for which Land Title Guarantee Company is the escrow agent.
CC. Escrow Agreement means the Escrow Agreement set forth in Exhibit I which
specifies the terms for receipt and disbursement of Avon’s financial obligations for
the construction of the Community Space and for the Community Housing Deed
Restrictions.
4
6637119.7
DD. Findings of Fact and Record of Decision means Council’s Findings of Fact and
Record of Decision for the Development Bonus and Major Development Plan
attached as Exhibit F.
EE. Major Development Plan has the meaning set forth in Recital C.
FF. Mediator has the meaning set forth in Section IX.F.
GG. Municipal Code means the Avon Municipal Code, including the Avon
Development Code, as may be amended from time to time.
HH. Owner has the meaning set forth in the introductory paragraph of this Agreement.
II. Party/ies has the meaning set forth in the introductory paragraph of this Agreement.
JJ. Pedestrian Connection means the ten (10)-foot wide public pedestrian path
connection between the public sidewalk on West Beaver Creek Boulevard and the
Pedestrian Mall as depicted in Exhibit D.
KK. Pedestrian Mall means the Avon Pedestrian Mall located on a portion of Tract G
and generally running from Possibility Plaza to Mikaela Way and then to Lake
Street.
LL. Property has the meaning set forth in Recital B.
MM. Public Improvements means the improvements on West Beaver Creek Boulevard
to provide vehicle access to the parking garage ramp, to the surface parking area,
and the reconfiguration of West Beaver Creek Boulevard to create a loading
zone/delivery area and the extension of the heat recovery utility line to the Property,
all as further defined in the Exhibit G.
NN. Reciprocal Access Easement Agreement means that certain Reciprocal Access
Easement Agreement recorded in the Eagle County clerk and recorder’s office on
November 16, 2000 at Reception No. 744155.
OO. SFEs has the meaning set forth in Section VIII.B.
PP. TABOR has the meaning set forth in Section XI.L.
QQ. Term means the Term as defined in Section III.
II. EXHIBITS
A. EXHIBIT A: Legal Description of the Property
B. EXHIBIT B: Civic Plaza Description
C. EXHIBIT C: Community Space
5
6637119.7
D. EXHIBIT D: Pedestrian Connection
E. EXHIBIT E: Designation of Deed Restricted Units
F. EXHIBIT F: Findings of Fact and Record of Decision
G. EXHIBIT G: Public Improvements Agreement
H. EXHIBIT H: Parking Management Plan
I. EXHIBIT I: Escrow Agreement
III. TERM
A. The “Term ” of this Agreement shall commence on the Effective Date of this
Agreement and shall continue after construction of the Building for so long as the
Building continues to exist and for three (3) years after such time the Building no
longer exists on the Property. In the event the Building is destroyed, or partially
destroyed, by fire or other calamity and then reconstructed within three (3) years,
such reconstructed building shall be deemed the Building and this Agreement shall
continue in full force and effect until three (3) years after the reconstructed Building
no longer exists. The Parties may terminate this Agreement earlier by mutual
written agreement signed by both Parties and recorded in the Eagle County clerk
and recorder’s office.
IV. OWNER’S GENERAL OBLIGATIONS
Owner has the following general obligations:
A. Reasonableness. Owner has a general obligation to not withhold or unreasonably
delay any review or approval required in this Agreement.
B. Construction of Development. The Owner has a general obligation to construct
the Development substantially in accordance with the details and specifications set
forth in the Development Plan and the terms of this Agreement. Such obligation
shall include, but not be limited to, completing all designs and engineering,
retaining a suitable contractor, making commercially reasonable efforts to secure
necessary financing, and finalizing and executing all agreements that may be
necessary for the construction and completion of the Development. This obligation
shall commence upon the Effective Date and continue until the issuance of a
Certificate of Occupancy.
C. Indemnification. Owner shall indemnify, hold harmless, and defend Avon from
any legal claims or claims of damages arising from the design, financing,
contracting, construction or general development of the Development, except to the
extent such claims arise in whole or part from acts of negligence of Avon. The
obligations set forth in this Section IV.C shall survive the expiration of earlier
termination of this Agreement.
6
6637119.7
V. OWNER’S OBLIGATIONS PRIOR TO ISSUANCE OF BUILDING PERMIT
Owner has the following obligations which must all be completed and fully satisfied prior
to the issuance of a building permit for the Development:
A. Complete Design of the Community Space. As of the Effective Date, Owner has
coordinated with Avon to complete and finalize the design of the Community
Space, which design level is generally referred to as a “commercial shell” and
includes the perimeter walls, exterior doors, windows (including a minimum of one
16’ full length window wall opening), shaft to connect to equipment provided on
the roof for heating and cooling, exterior exhaust for restrooms and food and
beverage area, electrical lines stubbed to space and sufficient for intended uses
including electrical service sufficient for food and beverage operations, exterior
electrical outlets to serve the patio area, connections for water and waste water,
fiber optic connection, chute to trash room in the first level of the parking structure,
open ceiling, and exterior water spigot adjacent to the patio.
B. Reciprocal Access Easement Agreement Supplement. The Owner shall execute a
supplemental agreement to the Reciprocal Access Easement Agreement with the
owner of Lot 3, Sheraton Mountain Vista subdivision, in a form reasonably
satisfactory to Avon, that addresses the location, installation, and ongoing
maintenance of the heating system for snow melt in the Development’s parking
structure.
C. Agreement with Avon Center. Owner shall execute the Avon Center Agreement
and comply with the terms set forth therein.
D. Conveyance of Civic Plaza Easement. The Owner shall prepare the legal
description for the Civic Plaza and grant Avon a perpetual non-exclusive easement
over the Civic Plaza via a separate document mutually agreed upon by the Owner
and Avon and recorded in the Eagle County clerk and recorder’s office. The Civic
Plaza configuration shall coordinate with the Pedestrian Mall design and which
shall be subject to review and approval by Avon. The Parties shall work together
to coordinate and align the designs and plans for the Owner’s landscape, the
Pedestrian Mall, and the Civic Plaza; provided, however, that completion of Avon’s
designs and plans and/or complete alignment of the design shall not impede or delay
Avon’s issuance of a building permit to the Owner for the Development.
E. Easement for Heat Recovery System Utility Line. Owner shall provide Avon an
easement to extend the heat recovery system utility line through the Property to
West Beaver Creek Boulevard in a form that includes the location and route of the
utility line that is mutually acceptable to Avon and the Owner.
7
6637119.7
VI. OWNER’S OBLIGATIONS PRIOR TO CERTIFICATE OF OCCUPANCY
Owner has the following obligations which must all be completed and fully satisfied prior
to the issuance of a Certificate of Occupancy for the Development:
A. Construction of Public Improvements. The Owner shall cause the construction of
the Public Improvements in accordance with the Public Improvements Agreement
in Exhibit G.
B. Construction of Community Space. The Owner shall construct the Community
Space and appurtenant improvements as described in Exhibit C.
1. Inspections. Avon shall have the right to inspect the construction of the
Community Space to determine compliance with the approved designs.
2. Change Orders. If Avon requests design changes from the Community
Space designs approved by Avon prior to issuance of a building permit then
Avon shall be responsible for the cost of design and construction of such
change. Owner may refuse change orders if such change order would
unreasonably frustrate or delay the construction of the Development.
3. Approval and Acceptance. Avon shall have the right to approve and accept
the completed construction of the Community Space which shall be
constructed in accordance with building permit plans or with such changes
as may be approved or requested by Avon.
4. Construction Contracts. Avon shall be listed as additional insured in any
Development construction contract.
5. Assignment of Warranties. Where possible, the Owner shall assign any
assignable warranties from the Development construction contract for the
Community Space to Avon upon issuance of a Certificate of Occupancy.
C. Creation of Community Space. Owner shall prepare a condominium or planned
community map or plat for the Development for review and approval by Avon
which depicts the Community Space as a separate unit and the four (4) designated
parking spaces associated with the Community Space as limited common elements
allocated to such unit, and shall prepare associated owners association covenants
(aka declaration of covenants, conditions and restrictions) which shall address dues
and fees for operation, maintenance and replacement, shall define division of
responsibilities and shall define Avon’s rights as an owner in an Owners’
Association. Avon shall waive all application, plan review, and impact fees (if any)
associated with the creation of such condominium or planned community map or
plat.
8
6637119.7
D. Deed Restricted Housing Units.
1. Employee Mitigation Units. The Development shall include a total of
four (4) Employee Mitigation Units, which shall be apartment unit
numbers. 404, 417, 419, and 426 (such units are depicted as the hatched
apartment units on the Overall 4th Level Plate Plan set forth in Exhibit E),
or such other apartment units as may be periodically reconfigured and/or
redesignated upon mutual agreement of the Owner and Avon Town
Manager. The Employee Mitigation Units shall be subject to a Community
Housing Deed Restriction with the following terms:
(a) The maximum allowable rent that can be charged is 120% AMI as
reported by CHFA;
(b) Any future sale of any Employee Mitigation Unit, if sold as a
separate unit and not as part of a sale of the entire residential portion
of the Development, shall be sold at price not to exceed 120% AMI,
as set forth in the Community Housing Deed Restriction, and shall
be subject to restriction on appreciation of the sales price for future
resales as defined in the Community Housing Deed Restriction; and,
(c) The Avon Community Housing Policies shall be referenced and
shall apply to the extent they are not inconsistent with the terms of
this Agreement.
2. Additional Community Housing Units. There shall be a total of
fourteen (14) Additional Community Housing Units which shall be
apartment unit numbers 117, 119, 204, 208, 210, 217, 219, 226, 304, 308,
310, 317, 319, and 326 (such units are depicted as the hatched apartment
units on the Overall Entry, 2nd, and 3rd Level Plate Plan set forth in
Exhibit E), or such other apartment units as may be periodically
reconfigured and/or redesignated upon mutual agreement of the Owner and
Avon Town Manager. The Additional Community Housing Units shall be
subject to a Community Housing Deed Restriction which limits the
maximum rent charged to 100% AMI as reported by CHFA.
(a) The maximum allowable rent that can be charged is 100% AMI as
reported by CHFA;
(b) Any future sale of any Additional Community Housing Unit, , if sold
as a separate unit and not as part of a sale of the entire residential
portion of the Development, shall be sold at price not to exceed
100% AMI, as set forth in the Community Housing Deed
Restriction, and shall be subject to restriction on appreciation of the
sales price for future resales as defined in the Community Housing
Deed Restriction; and,
9
6637119.7
3. The Avon Community Housing Policies shall be referenced and shall apply
to the extent they are not inconsistent with the terms of this Agreement.
E. Community Housing Deed Restrictions. Owner shall execute the Community
Housing Deed Restrictions for the Employee Mitigation Units and the Additional
Community Housing Units and then deposit the Community Housing Deed
Restrictions in the Escrow Account.
F. Art Mural. Owner shall finalize the design of an art mural that is approximately
eight hundred (800) square feet in size and twenty-one (21) feet wide by thirty-nine
(39) feet tall and generally in the location depicted in the Development Plan. The
Owner shall install such art mural as follows:
1. CASE Committee Review. Owner shall submit an application to Avon’s
Culture Arts and Special Events Committee (“CASE Committee”) which
provides a depiction of the art mural and describes the method of installation
(paint or vinyl). The CASE Committee shall review and approve the art
mural.
2. Installation. Owner shall cause the art mural to be installed as approved
by the CASE Committee.
VII. OWNER’S ON-GOING OBLIGATIONS
Owner has the following obligations which continue after the issuance of Certificate of
Occupancy for the Development:
A. Maintenance of Pedestrian Connection. Owner shall have an on-going obligation
to maintain the Pedestrian Connection, including prompt removal of snow and other
debris and general maintenance of the Pedestrian Connection path in good repair.
Owner hereby covenants that the Pedestrian Connection shall be open and
accessible for use by the general public, except reasonable times for maintenance,
repair, and replacement. Avon is a beneficiary and shall have the right to enforce
this covenant.
B. Maintenance of Outdoor Common Area Landscaping and Hardscape. Owner
shall have an on-going obligation to maintain the outdoor landscaping and
hardscape improvements as generally required for all properties in Avon with an
approved Development Plan.
C. Maintenance of the Art Mural. Owner shall have on-going obligation to maintain
the art mural in good repair or replace the art mural with substantially the same
design and color when repair is not practical or feasible.
D. Outdoor Water Use. The Property has an irrigation limitation of 16,117 square feet
of landscaped area as approved in the Development Plan. Owner shall install a
manual shut-off valve and separate irrigation meter pursuant to Municipal Code
Section 7.28.050(m)(7)(i)(B) and (D). Owner shall not exceed the maximum
10
6637119.7
allowable outdoor water use limit for the Development as established by the Upper
Eagle Regional Water Authority’s Water Service Agreement. Avon reserves the
right to determine a different maximum allowable outdoor water use limit as well
as reserves the right to curtail water use through fines, penalties and other
enforcement actions during drought conditions in a manner that is generally
applicable in the Town of Avon.
E. Maintenance of Parking Structure. Owner shall have an on-going obligation to
cause the maintenance of the parking structure, including prompt removal of debris,
annual pressure wash cleaning, and repair of any components of the parking
structure which affects the structural integrity or functionality of the parking
structure.
F. Parking Management Plan. The Owner shall comply with the Parking
Management Plan set forth in Exhibit H.
G. Compliance with Avon Center Agreement. Owner shall comply with the terms set
forth in the Avon Center Agreement, which obligation shall commence upon the
Effective Date and shall continue until the earlier to occur of (1) expiration of the
Term or (2) expiration or termination of the Avon Center Agreement.
H. Compliance with Reciprocal Access Easement Agreement. The Owner shall
comply with all terms set forth in the Reciprocal Access Easement Agreement.
I. Insurance. The Owner shall obtain and maintain an insurance policy for the
replacement of the Building in the event of a fire or other casualty.
VIII. AVON’S OBLIGATIONS
A. Reasonableness. Avon (including the CASE Committee and all other committees,
departments, and instrumentalities of Avon) has a general obligation to not withhold
or unreasonably delay any review or approval required in this Agreement.
B. Water Service. Avon agrees to assign adequate single-family equivalents (“SFEs”)
necessary to serve the entire Project with water from Avon’s portfolio of guaranteed
SFEs described in Avon’s agreement with the Upper Eagle Regional Water
Authority.
C. Community Housing Tax and Fee Waivers. Avon approves tax and fee waivers in
accordance with Municipal Code Chapters 3.09 and 3.14 as follows:
1. Waiver Calculation. The waiver in accordance with Municipal Code
Chapter 3.14 is calculated as 13.1% based on the equivalent of 22 total
Community Housing units [14 Additional Community Housing Units + 4
Employee Mitigation Units + the Community Space equivalent of 4
Community Housing units = 22] divided by 168 equivalent apartment units
[164 apartment units + 4 equivalent apartment units for the Community
Space = 168].
11
6637119.7
2. Building Permit and Plan Review Fees. Avon agrees to waive 13.1% of
the building permit and plan review fees as calculated for the entire
Development.
3. Use Tax . Avon agrees to waive 13.1% of the Use Tax calculated for the
entire Development.
D. Heat Recovery System Utility Line; Exterior Energy Offset Program. Avon shall
permit the Property to connect to Avon’s existing heat recovery system utility line
at no additional cost to the Owner, and Avon shall grant such license(s) or
easement(s) necessary to facilitate such connection. Avon agrees to waive all
Exterior Energy Offset Program fees for the Project.
E. Community Housing Financial Contribution. Avon shall contribute a total of
FIVE MILLION ONE HUNDRED TEN THOUSAND DOLLARS
(US $5,110,000) for the purchase of fourteen (14) Community Housing Deed
Restrictions (“Community Housing Financial Contribution”) as follows:
1. The Use Tax paid at the time of receiving a building permit for the
Development shall be deposited into the Escrow Account in accordance
with the Escrow Agreement.
2. Avon shall contribute additional funds to the Escrow Account to supplement
the amount of the Use Tax paid in the amount sufficient to provide FOUR
MILLION DOLLARS (US $4,000,000) total as Avon’s contribution for the
purchase of eleven (11) of the Community Housing Deed Restrictions
within ten (10) business days of deposit of the Use Tax.
3. Provided that Eagle County provides such funds to Avon, Avon shall
contribute an additional ONE MILLION ONE HUNDRED TEN
THOUSAND DOLLARS (US $1,110,000) to the Escrow Account, as
Avon’s contribution for the purchase of three (3) of the Community Housing
Deed Restrictions, within ten (10) days of issuance of a Certificate of
Occupancy.
4. The total funds for Community Housing deposited in the Escrow Account
pursuant to Sections VIII.E.1 and VIII.E.2 shall be released and disbursed
to the Owner, and may thereafter be used by the Owner to pay or reimburse
costs of the Development, at such time as the Owner provides evidence
reasonably satisfactory to Avon that: (a) not less than FORTY MILLION
DOLLARS (US $40,000,000.00) of the Owner’s funds have been spent on
the cost of the Development; and (b) the Owner has secured the remaining
funds necessary to construct the Development, based on the guaranteed
maximum price set forth in the Development’s construction contract.
5. The funds for Community Housing deposited in the Escrow Account
pursuant to Section VIII.E.3 shall be released and disbursed to the Owner,
and may thereafter be used by the Owner to pay or reimburse costs of the
12
6637119.7
Development, concurrently with the execution of the Community Housing
Deed Restriction for three (3) units at a closing to be held within ten
(10) days after such funds are deposited into the Escrow Account.
F. Community Space Financial Contribution. Avon shall contribute a total of SIX
MILLION DOLLARS (US $6,000,000) for the construction of the Community
Space (“Community Space Financial Contribution”) as follows:
1. Avon shall secure financing and/or appropriate available cash funds at
Avon’s discretion, adopt an ordinance as may be required, amend the Avon
budget as may be required, and deposit SIX MILLION DOLLARS
(US $6,000,000) into the Escrow Account within ninety (90) days of
issuance of a building permit for the Development.
2. The total funds for the Community Space Financial Contribution in the
Escrow Account contemplated in this Section VIII.F shall be released and
disbursed to the Owner, and may thereafter be used by the Owner to pay or
reimburse costs of the Development, at such time as the Owner provides
evidence reasonably satisfactory to Avon that: (a) not less than FORTY
MILLION DOLLARS (US $40,000,000.00) of the Owner’s funds have
been spent on the cost of the Development; and (b) the Owner has secured
the remaining funds necessary to construct the Development, based on the
guaranteed maximum price set forth in the Development’s construction
contract.
G. Temporary Certificate of Occupancy. Notwithstanding anything in this Agreement
to the contrary, and provided the Owner otherwise agrees to promptly complete the
unfinished work outlined below, Avon shall issue a temporary certificate of
occupancy for the Development and permit residents to move into the Building, if:
1. The Owner has substantially completed the construction of the Public
Improvements and the remaining work does not create a safety hazard;
2. The Owner is unable to complete the road work portion of the Public
Improvements because it is during a period where Avon does not permit
work within the roadway;
3. The Owner has substantially completed the construction of the Community
Space and the remaining work does not create a safety hazard; or
4. It is not feasible to complete the art mural due to weather or other
unforeseen events.
IX. DEFAULT, REMEDIES AND TERMINATION
A. Default by Avon. A “breach” or “default” by Avon under this Agreement shall be
defined as Avon’s failure to perform any of its material obligations under this
Agreement, after the applicable cure period described in Section IX.C, below.
13
6637119.7
B. Default by Owner. A “breach” or “default” by the Owner shall be defined as the
Owner’s failure to fulfill or perform any of its material obligations contained in this
Agreement following the applicable cure period described in Section IX.C below,
or the Owner’s failure to fulfill or perform any material obligation of the Owner
contained in any other written agreement relating to the Property between Avon and
the Owner following any applicable cure period contained in such agreement.
C. Notices of Default. In the event of a default by either Party under this Agreement,
the non-defaulting Party shall deliver written notice to the defaulting Party of such
default, at the address specified in Section X, and the defaulting Party shall have
five (5) days for monetary obligations and thirty (30) days for non-monetary
obligations from and after receipt of such notice to cure such default. With respect
to non-monetary obligations, if such default is not of a type that with the exercise
of reasonable diligence can be cured within such thirty (30) day period and the
defaulting Party gives written notice to the non-defaulting Party within such
thirty (30) day period that it is actively and diligently pursuing such cure, the
defaulting Party shall have a reasonable period of time up to one hundred
twenty (120) days given the nature of the default to cure such default, or such
longer period if mutually agreed by the Parties, provided that such defaulting Party
is at all times within such additional time period actively and diligently pursuing
such cure.
D. Remedies for Default by Avon . If a default by Avon under this Agreement is not
cured as described in Section IX.C, the Owner shall have the right to enforce Avon’s
obligations by an action for any equitable remedy, including, without limitation,
injunction or specific performance or an action to recover damages. Each remedy
in this Section IX.D is cumulative and is in addition to every other remedy provided
for in this Agreement or otherwise existing at law or in equity. Without limiting the
foregoing, and by way of example:
1. If Avon does not make either or both of the $4,000,000 Community Housing
Financial Contribution required by Section VIII.E.2 (the “$4,000,000
Contribution”), or the $6,000,000 Community Space Financial
Contribution required by Section VIII.F (the “$6,000,000 Contribution”),
then Owner, at its option, shall not be required to construct the Development
and shall be relieved of any further obligations under this Agreement;
2. If Avon does not make either or both of the $4,000,000 Contribution and the
$6,000,000 Contribution, but Owner nevertheless elects to proceed with the
Development, then (a) if Avon does not make the $4,000,000 Contribution,
the number of Deed Restricted Housing Units shall be reduced by eleven
(11), and (b) if Avon does not make the $6,000,000 Contribution, Owner
shall not be required to create the Community Space as a separate unit or to
convey the Community Space to Avon; and
3. If Avon makes the $4,000,000 Contribution and the $6,000,000
Contribution, but does not make the $1,110,000 Community Housing
14
6637119.7
Financial Contribution required by Section VIII.E.3 (the “Deferred
Contribution”), Owner shall not be relieved of its obligations under this
Agreement, but the number of Deed Restricted Housing Units shall be
reduced by three (3).
No default by Avon shall affect the Owner’s rights to construct the Development in
accordance with the Development Plan and the associated Development Bonus.
E. Remedies for Default by the Owner. If any default by the Owner under this
Agreement is not cured as described in Section IX.C, Avon shall have the right to
enforce the Owner’s obligations hereunder by an action for any equitable remedy,
including injunction or specific performance, or an action to recover damages.
Each remedy in this Section IX.E is cumulative and is in addition to every other
remedy provided for in this Agreement or otherwise existing at law or in equity. A
default of this Agreement by the Owner also constitutes a violation of the Municipal
Code and non-compliance with the Development Plan for this Property and Avon
shall have all enforcement rights as described in the Municipal Code and other
applicable sections of the Municipal Code concerning enforcement and penalties
for violations.
F. Mediation. The Parties agree that prior to submitting any controversy or claim
arising out of or relating to this Agreement, including, without limitation, any
breach, default, or interpretation hereof, to a legal process, and as a prerequisite to
initiating any legal process, the Parties shall attempt to resolve the controversy or
claim in good faith in accordance with the procedures stated in this Section IX.F.
The Party asserting the breach, default, controversy, or claim shall first provide
written notice to the other Party, citing this Section IX.F, and requesting
consideration by the other Party to resolve the controversy or claim. The Parties
shall use reasonable efforts to resolve the dispute within thirty (30) days from the
date of the notice commencing this process. If the dispute is not resolved within
thirty (30) days of the date of the notice, or by such longer period as may be
mutually agreed by the Parties, then either Party may initiate a legal action. At any
time after the written notice citing this Section IX.F, the Parties may mutually agree
to appoint an independent neutral third party (“Mediator”) to assist them in
resolving the dispute. In such an instance, (i) each Party agrees to provide the
Mediator access to all relevant and non-privileged documents and may impose
reasonable confidentiality provisions; (ii) the Parties may make representations and
submissions to the Mediator but there shall be no formal hearing unless the
Mediator requires a formal hearing and provides a written notice to the Parties;
(iii) the Mediator shall make his or her recommendations in writing as soon as is
reasonably possible but not later than thirty (30) days following the receipt of
representations and submissions by each Party; (iv) the Mediator’s
recommendation shall not be binding upon the Parties, but would become binding
upon the Parties if voluntarily accepted by both Parties in writing; and (v) the fees
of the Mediator shall be paid equally by the Parties. Following receipt by the Parties
of the recommendations made by the Mediator, the Parties shall have ten (10) days,
or such longer period as may be mutually agreed by the Parties, to accept said
15
6637119.7
recommendation or a mutually acceptable alternative. Submission of the dispute
to the Mediator shall be deemed by the Parties to toll the applicable statute of
limitations until the mediation process is concluded.
X. NOTICES
A. Any notice or communication required or permitted under the terms of this
Agreement shall be in writing, may be given by the Parties hereto or such Party’s
respective legal counsel, and shall be deemed given and received (i) when hand
delivered to the intended recipient(s), by whatever means; (ii) three (3) business
days after the same is deposited in the United States Mail, with adequate postage
prepaid, and sent by registered or certified mail, with return receipt requested;
(iii) one (1) business day after the same is deposited with an overnight courier
service of national reputation having a delivery area encompassing the address of
the intended recipient, with the delivery charges prepaid; or (iv) when receipt via
electronic mail is acknowledged by the recipient. Any notice shall be delivered,
mailed, or sent, as the case may be, to the appropriate address set forth below:
If to Avon: Town of Avon
Attention: Town Manager
P.O. Box 975
Avon, Colorado 81620
Email: townmanager@avon.org
And: Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Email: townattorney@avon.org
If to Owner: GP Avon Developer, LLC
c/o Grand Peaks Properties, Inc.
Attention: Don Simpson and Alan Simpson
4582 South Ulster Street Parkway, Suite 1200
Denver, Colorado 80237
Email: dsimpson@grandpeaks.com;
asimpson@grandpeaks.com
With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
Attention: Michael Westover and Lindsay Lyda
950 17th Street., Suite. 1600
Denver, Colorado 80202
Email: mwestover@ottenjohnson.com;
llyda@ottenjohnson.com
Each Party may change its addresses and/or email addresses for notices pursuant to a
written notice that is given in accordance with the terms hereof. As used herein, the term
16
6637119.7
“business day” shall mean any day other than a Saturday, Sunday or a legal holiday for
which U.S. Mail service is not provided. Whenever any date or the expiration of any
period specified under this Agreement falls on a day other than a business day, then
such date or period shall be deemed extended to the next succeeding business day
thereafter.
XI. MISCELLANEOUS
A. Amendment of Agreement. No amendment to this Agreement shall be valid unless
signed in writing by Avon and the Owner.
B. Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Colorado.
C. Assignment. The Owner shall have the right to assign or transfer all of its interests,
rights and obligations under this Agreement to third parties acquiring the Property,
subject to the Development Plan and all terms, rights and obligations of this
Agreement. Any assignee shall fully assume in writing all obligations of the Owner
assigned to such assignee and Owner must obtain Avon’s written consent to such
assignment, which consent will not be unreasonably withheld or delayed if the
Owner has reasonably demonstrated to Avon that the assignee has the financial
capability to perform the obligations under this Agreement so assigned. Upon
completion of the Development and issuance of a Certificate of Occupancy, the
Owner may convey or transfer the Property to another entity and the surviving
obligations of this Agreement shall automatically be assigned to such new owner.
D. Estoppel Certificates. Avon, at any time and from time to time upon not less than
twenty (20) days’ prior written notice from the Owner, shall execute and deliver to
the Owner a statement in the form provided by the Owner: (i) certifying that this
Agreement is unmodified and in full force and effect, or, if modified, stating the
nature of such modification and certifying that this Agreement, as so modified, is
in full force and effect, or, if terminated, certifying that all of the Owner’s
obligations have been satisfied and this Agreement is terminated;
(ii) acknowledging that there are not any uncured defaults on the part of the Owner
or specifying such defaults if they are claimed; and (iii) containing such other
information regarding this Agreement as Developer reasonably requests.
E. Compliance with General Regulations. The approval of the Development Plan
and this Agreement shall not preclude the application of Avon’s Municipal Code,
ordinances and regulations, or state or federal laws and regulations, which are
general in nature and are applicable to all property subject to land use regulation by
Avon, including, but not limited to, building, exterior energy offset, fire, plumbing,
electrical and mechanical codes, as all such regulations exist on the date of this
Agreement or may be enacted or amended after the date of this Agreement.
Furthermore, all matters not covered by this Agreement are controlled by the
Municipal Code. This Agreement does not prevent Avon from imposing additional
17
6637119.7
building and construction related requirements that are not inconsistent with this
Agreement as conditions for approval of a building permit.
F. Counterparts. This Agreement shall be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Any electronically delivered counterparts
shall have the same force and effect as an “ink-signed” original.
G. No Joint Venture or Partnership. No form of joint venture or partnership exists
between Avon and the Owner, and nothing contained in this Agreement shall be
construed as making Avon and the Owner joint venturers or partners.
H. No Third Party Beneficiaries. This Agreement is not intended to and shall not in
fact create any third-party beneficiaries.
I. No Waiver of Governmental Immunity. Nothing in this Agreement shall be
construed to waive, limit, or otherwise modify any governmental immunity that
may be available by law to Avon, its officials, employees, contractors, or agents, or
any other person acting on behalf of Avon and, in particular, governmental
immunity afforded or available pursuant to the Colorado Governmental Immunity
Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
J. Recording of Agreement. This Agreement shall be recorded in the Clerk and
Recorder’s office for the County of Eagle and the obligations contained in this
Agreement shall run with the land.
K. Severability. In the event that any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then the remaining provisions of this Agreement shall continue in
full force and effect so long at the intent of this Agreement is not frustrated.
L. TABOR. The Parties understand and acknowledge that Avon is subject to Article X,
§ 20 of the Colorado Constitution (“TABOR ”). The Parties do not intend to violate
the terms and requirements of TABOR by the execution of this Agreement. It is
understood and agreed that this Agreement does not create a multi-fiscal year direct
or indirect debt or obligation within the meaning of TABOR. The Owner
understands and agrees that, notwithstanding anything in this Agreement to the
contrary, to the extent the $4,000,000 Contribution, the $6,000,000 Contribution
and the Deferred Contribution (collectively, the “Avon Contributions”) have not
been made by December 31, 2026, Avon’s deposit of the Avon Contributions is
dependent and conditioned upon the continued availability of funds beyond the
term of Avon’s current fiscal period ending on December 31, 2026 or, with respect
to the Deferred Contribution, upon Eagle County delivering to Avon the funds
necessary to make the Deferred Contribution. Financial obligations of Avon
payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available in accordance with the
rules, regulations and resolutions of Avon and other applicable law. However, if
18
6637119.7
Avon does not make the Avon Contributions, the Owner shall have the rights and
remedies set forth in Section IX.D of this Agreement.
M. Waiver. No waiver of one or more terms of this Agreement shall be effective unless
in writing. No waiver of any provision of this Agreement in any instance shall
constitute a waiver of such provision in other instances.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
19
6637119.7
IN WITNESS WHEREOF, Avon and the Owner have executed this Agreement effective as of
the Effective Date.
TOWN OF AVON:
By: ATTEST:
Tamra Underwood, Mayor Miguel Jauregui Casanueva
APPROVED AS FORM:
Nina Williams, Town Attorney
20
6637119.7
OWNER:
GP Avon Developer, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF COLORADO )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
20___, by _______________ as _____________________ of GP Avon Developer, LLC, a
Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________
Notary Public
A-1
6637119.7
EXHIBIT A
Legal Description of the Property
PARCEL 1:
LOT B, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
PARCEL 2:
LOTS 2 AND 3, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF
LOTS A AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47,
48, 49, 50, 51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK,
AMENDMENT NO. 4, RECORDED MAY 07, 2003 AT RECEPTION NO. 832542, (EXCEPT
FOR LOT 2A (ALSO KNOWN AS RECONVEYANCE LOT A) AND LOT 3A (ALSO KNOWN
AS RECONVEYANCE LOT B) AS SHOWN THEREON, AND AS DESCRIBED IN THE
GENERAL WARRANTY DEEDS RECORDED ON OCTOBER 5, 2010 AT RECEPTION NO.
201019949 AND RECEPTION NO. 201019950, RESPECTIVELY).
PARCEL 3:
LOT 5, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 07, 2003 AT RECEPTION NO. 832542.
PARCEL 4:
LOT 7, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
B-1
6637119.7
EXHIBIT B
Civic Plaza Description
B-2
6637119.7
C-1
6637119.7
EXHIBIT C
Community Space
D-1
6637119.7
EXHIBIT D
Pedestrian Connection
E-1
6637119.7
EXHIBIT E
Designation of Deed Restricted Units
Follows this page
E-2
6637119.7
E-3
6637119.7
E-4
6637119.7
E-5
6637119.7
F-1
6637119.7
EXHIBIT F
Findings of Fact and Record of Decision
F-2
6637119.7
F-3
6637119.7
F-4
6637119.7
F-5
6637119.7
F-6
6637119.7
G-1
6637119.7
EXHIBIT G
Public Improvements Agreement
[ to be inserted ]
Page 1 of 11
6637347.4
6637347.4
PUBLIC IMPROVEMENTS AGREEMENT
(THE SUMMIT)
THIS PUBLIC IMPROVEMENTS AGREEMENT (THE SUMMIT) (“Agreement”),
is made and entered on ___________________, 20___, (the “Effective Date”) by and among GP
Avon Developer, LLC, a Delaware limited liability company (together with its successors and
assigns “Owner”), and the Town of Avon, a Colorado home rule municipality, (“Town”) (Owner
and Town may individually be referred to as a “Party” and collectively referred to as “Parties”).
RECITALS
This Agreement is made with reference to the following facts:
WHEREAS, the Owner owns certain property that is legally described in Exhibit A: Legal
Description of Property attached hereto and incorporated herein (“Property”) and desires to
enter into this Agreement with the Town pertaining to the Property; and
WHEREAS, pursuant to the Town’s Municipal Code (“Code”), the Town desires to make
reasonable provisions for completion of certain public improvements generally described in
Exhibit B attached hereto and incorporated herein (“Public Improvements”) and depicted in the
plans approved by the Town in accordance with the Code and set forth in Exhibit B (together with
minor changes approved by the Town Engineer from time to time, “Approved Plans”); and
WHEREAS, the Owner is responsible for the completion of the Public Improvements; and
WHEREAS, the Owner acknowledges and agrees that certain restrictions on development will
apply to the Property until the Public Improvements are completed in accordance with the terms
and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the following mutual covenants, conditions and
promises, the Parties hereby agree as follows:
1. Completion of Work.
(a) Performance. Owner agrees to furnish, or cause to be furnished, all equipment,
labor and material necessary to perform and complete, in a good and workmanlike
manner, all Public Improvements and work incidental thereto (“Work ”) as depicted
on the Approved Plans. Owner further agrees that Owner will be responsible for
all costs of Public Improvements. Said Work shall be performed substantially in
accordance with the Approved Plans.
(b) Time for Completion of Public Improvements. Owner agrees to complete the
Public Improvements within four (4) years of the Effective Date; provided,
however, that any Work within West Beaver Creek Boulevard shall be completed
within a sixty (60) day timeframe in either the spring or fall. For the purposes of
this Paragraph 1(b), the date of completion of the Public Improvements is defined
Page 2 of 11
6637347.4
6637347.4
as the date that Owner submits the Completion Certification as described in
Paragraph 5. The Owner may request an extension for completion of the Public
Improvements. The request for an extension shall be submitted to the Town in
writing at least thirty (30) days prior to the otherwise applicable deadline for
completion, provided that the Town may reduce or waive this requirement in the
Town’s discretion. The Town may review the status of completion of the Public
Improvements when considering a request for extension of the time to complete
and the Town may require additional inspection, testing and other measures to
preserve and verify the quality of the Work and materials prior to Construction
Acceptance (defined in Paragraph 1(e)), which additional costs shall be borne by
the Owner. Construction Acceptance of Public Improvements by the Town must
be obtained prior to the issuance of either a temporary or final certificate of
occupancy (collectively, “Certificate of Occupancy”) for any building to be served
by the Public Improvements (or applicable portion or phase thereof).
(c) Inspection Procedures. All Work shall be done under the inspection procedures
and standards established by the Town and Holy Cross Energy, Eagle River Water
and Sanitation District, Upper Eagle River Water Authority, Xcel Energy, Qwest
Communications, Comcast or any other utility (collectively, “Utilities”), as
applicable, and shall be subject to the reasonable satisfaction of the Town and
applicable Utilities. The Town will not accept the Work as complete until the Town
provides Construction Acceptance (pursuant to Paragraph 1(e) below). Once the
Town receives a Completion Certification (as defined in Paragraph 5 below) from
the Owner’s engineer that the Work is complete, or portions of the Work are
complete, the Town shall, within twenty-five (25) days, review the engineer’s
Completion Certification, inspect the Work, and provide a written notice of
Construction Acceptance (defined in Paragraph 1(e)) or provide a Notice of Non-
Compliance (as defined in Paragraph 1(f) below). Such inspections by the Town
and Utilities shall not relieve the Owner or Owner’s agents from any responsibility
or obligation to assure that all Work is completed substantially in conformance with
the Approved Plans and this Agreement.
(d) Cost of Inspections. The cost, if any, of such inspections, by Town employees, or
an independent third party inspector, shall be paid by the Owner, subject to the
limitations set forth in Paragraph 7 below.
(e) Construction Acceptance. Upon completion of the Public Improvements,
satisfactory inspection by the Town to verify compliance of the construction with
the Approved Plans and receipt of the As-Built Plans, the Town shall provide
construction acceptance (“Construction Acceptance”) of the Public
Improvements in writing to the Owner. The Town may provide Construction
Acceptance for a portion of the Public Improvements where such portion is
independent from, and unaffected by, the remaining Public Improvements or for the
completion of a phase of the Public Improvements.
(f) Notice of Non-Compliance. In the event that the Town through its inspectors
reasonably determines that the Public Improvements are not substantially in
Page 3 of 11
6637347.4
6637347.4
compliance with the Approved Plans, it shall give written notice of such non-
compliance (“Notice of Non-Compliance”) to the Owner. The Notice of Non-
Compliance shall include a narrative describing the unsatisfactory construction
work with specific reference to the applicable Approved Plans and specifications.
The Owner shall correct the unsatisfactory Work and re-submit As-Built Plans as
appropriate.
2. Intentionally Omitted.
3. Restriction on Certificate of Occupancy. The Town will not issue a Certificate of
Occupancy for the Property to be served by the Public Improvements until the Town has
issued Construction Acceptance of the Public Improvements. Notwithstanding anything in
this Agreement to the contrary, and provided the Owner otherwise agrees to promptly
complete the unfinished work outlined below, the Town shall issue a temporary certificate
of occupancy for the Property and permit residents to move into the building constructed
on the Property, if:
(a) The Owner has substantially completed the construction of the Public
Improvements and the remaining work does not create a safety hazard; and
(b) The Owner is unable to complete the road work portion of the Public Improvements
because it is during a period where Avon does not permit work within the roadway.
4. No Completion Guarantee for Public Improvements. Given the limited scope of the
Public Improvements, the Town will not require the Owner to provide a financial guarantee
to secure the completion of the Public Improvements.
(a) Intentionally Omitted.
(b) Intentionally Omitted.
(c) Intentionally Omitted
5. Engineering Certification. Upon completion of portions of the Public Improvements,
Owner will cause Owner’s engineers (who shall have been actively engaged in observing
the construction of the Public Improvements and shall be registered engineers in the State
of Colorado) to provide a written opinion (“Completion Certification”), to the satisfaction
of the Town Engineer, that based upon on-site observation, review of sufficient
construction-observation reports, field test reports and material test reports and
certifications by qualified personnel, the installation of the Public Improvements, or
portions thereof as may be completed from time to time, have been completed, to the best
of their knowledge and professional judgment, substantially in conformance with the
Approved Plans. Inspection reports, test results, as-constructed plans and other supporting
documentation shall be submitted with the Completion Certification. The as-constructed
plans shall be submitted on paper and in one of the following digital formats: AutoCad
DWG, AutoCad DXF, or ESRI GIS shapefile.
Page 4 of 11
6637347.4
6637347.4
6. Warranty Period. The Public Improvements shall be warranted to be free from defects in
workmanship or quality for a period of two (2) years after Construction Acceptance of all
the Work by the Town (“Warranty Period”). Given the limited scope of the Public
Improvements, the Town will not require the Owner to provide a financial guarantee to
secure the Public Improvements during the Warranty Period.
(a) Intentionally Omitted.
(b) Corrective Work. In the event of any defect during the Warranty Period, the Town
may require Owner to correct the defect in material or workmanship (“Corrective
Work ”). If Corrective Work is performed during the two (2) year Warranty Period
then the warranty on such Corrective Work shall be extended for two (2) years from
the date on which the Corrective Work receives Construction Acceptance by the
Town .
(c) Intentionally Omitted.
7. Review and Inspection Fees. Fees for review and inspections, if any, shall be paid by the
Owner within thirty (30) days after delivery of written invoice for such fees to cover the
cost of inspections by the Town. The fees, if any, will be based on direct (out-of-pocket)
costs of the Town plus an administrative fee in the amount of fifteen (15%) percent of the
direct costs, but in no event will the total amount of such inspection fees exceed five percent
(5%) of the actual aggregate costs for such Public Improvements.
8. No Obligation of Town to Complete Improvements. Owner agrees that in the event
Owner shall fail to perform its obligations as set forth herein, the Town shall be under no
obligation to complete any of the Public Improvements or to issue a Certificate of
Occupancy for the development served by the Public Improvements.
9. Non-Liability of Town; Indemnification. The Town shall not, nor shall any officer, agent,
or employee thereof, be liable or responsible for any accident, loss or damage related to the
Work specified in this Agreement, nor shall the Town, nor any officer, agent or employee
thereof, be liable for any persons or property injured by reason of the nature of said Work.
To the extent permitted by law, Owner hereby agrees to indemnify and hold harmless the
Town, and any of its officers, agents and employees against any losses, claims, damages or
liabilities to which the Town or any of its officers, agents or employees may become
subject, because of any losses, claims, damages or liabilities (or actions in respect thereof)
that arise out of, or are based upon, any acts or omissions in the performance of the
obligations of Owner, as hereinbefore stated. Furthermore, the Owner shall reimburse the
Town for any and all legal or other expenses reasonably incurred by the Town in connection
with investigating or defending any such loss or claim.
10. Rights of Town in Event of Default. In the event that Owner defaults in whole or in part
in the performance of this Agreement, and after the expiration of thirty (30) days after
having given written notice to Owner of such default during which period of time the
Owner fails to correct said default, the Town may, at its sole discretion, proceed with the
Page 5 of 11
6637347.4
6637347.4
construction or completion of the Public Improvements specified in the Approved Plans or
proceed to secure the site to prevent erosion and implement best management practices for
storm water management. The Town shall have access to the site to perform such work.
All costs paid by the Town to correct or complete the Public Improvements, including cost
of personnel, equipment, materials, studies, legal and other amounts expended by the Town
to perform the Public Improvement construction responsibilities of Owner, together with
an administrative fee in the amount of fifteen percent (15%) of the total costs incurred by
Town shall be paid by Owner. The Owner shall reimburse any costs incurred by the Town
(including the 15% administrative fee) relating to correction or completion of the Public
Improvements and/or related to securing the site within thirty (30) days after receipt of a
demand for such amounts. In addition to other remedies stated in this Agreement, if the
Owner is in default of this Agreement, the Town may withhold the issuance of a Certificate
of Occupancy for or on any Property which would be served by the Public Improvements
until such time as the Public Improvements are completed.
11. Letter Certifying Completion and Final Acceptance of Improvements. When all Public
Improvements have been completed and accepted by the Town, or the pertinent utility
supplier, and the Warranty Period has expired, and provided that Owner is not in default
under any of its obligations to the Town under this Agreement, the Town will issue a letter
of final acceptance for the Public Improvements (“Final Acceptance”), after consultation
with the pertinent utility supplier if necessary, in recordable form, certifying that all
obligations of Owner under this Agreement have been satisfied (“Certification of Final
Acceptance”).
12. Termination. Upon the Town’s issuance of Final Acceptance and Certification of Final
Acceptance for all Public Improvements, this Agreement shall automatically terminate,
without the requirement of further action, demand or notice. Notwithstanding the
foregoing, the Owner’s obligations under Section 9 above shall survive the termination of
this Agreement.
13. Non-Liability of Town for Indirect or Consequential Damages or Lost Profits. The
Parties agree that the Town shall not be liable for indirect or consequential damages,
including lost profits, which result or arise from the Town’s declaration that Owner is in
default of the Agreement, so long as the Town acts in good faith.
14. Incorporation of Exhibits. Unless otherwise stated in this Agreement, exhibits,
applications, or documents referenced in this Agreement shall be incorporated in this
Agreement for all purposes. In the event of a conflict between any incorporated exhibit and
this Agreement, the provisions of this Agreement shall govern and control.
15. Assignment and Release. Any written assignment shall expressly refer to this Agreement,
specify the particular rights, duties, obligations, responsibilities, or benefits so assigned,
and shall not be effective unless approved by the Town. No assignment shall be effective
to relieve the Owner of the duties, obligations, or responsibilities until a written notice of
assignment is delivered to the Town.
Page 6 of 11
6637347.4
6637347.4
16. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall
create a contractual relation with, cause of action in favor of, or claim for relief for, any
third party, including any agent, sub-consultant or sub-contractor of the Owner. Absolutely
no third party beneficiaries are intended by this Agreement. Any third-party receiving a
benefit from this Agreement is an incidental and unintended beneficiary only.
17. Amounts Past Due. Any amounts due to the Town of Avon under this Agreement,
including costs for inspection, which are past due shall bear interest at the rate of one and
one-half percent (1½%) per month (eighteen percent [18%] per annum, compounded
annually).
18. Amendments. This Agreement may be amended from time to time, provided that such
amendment is in writing, signed by all Parties, and recorded in the Office of the Eagle
County Clerk and Recorder, in Eagle County, Colorado.
19. Covenants Running with the Land. This Agreement and the obligations hereof shall be
deemed to be covenants running with the land and shall be binding on the successors and
assigns of the Parties hereto.
20. Recording of Agreement. This Agreement shall be recorded in the Office of the Eagle
County Clerk and Recorder, in Eagle County, Colorado.
21. Venue. Venue for any litigation arising out of this Agreement shall be in the District Court
for Eagle County, Colorado.
22. Good Faith and Reasonableness. The Parties agree that each Party hereto is subject to
the covenant of good faith and fair dealing, which includes an obligation to act reasonably
in all matters associated with the performance and interpretation of this Agreement.
[Signature and Exhibit Pages Follow]
Page 7 of 11
6637347.4
6637347.4
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
EFFECTIVE DATE.
TOWN OF AVON:
BY: ATTEST:
[Mayor or Manager] Town Clerk
APPROVED AS TO FORM:
Town Attorney
Page 8 of 11
6637347.4
6637347.4
OWNER:
GP Avon Developer, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF ____________ )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ____ day of ____________,
20___, by _______________ as _____________________ of GP Avon Developer, LLC, a
Delaware limited liability company.
WITNESS my hand and official seal.
My commission expires: ___________
Notary Public
Page 9 of 11
6637347.4
6637347.4
EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOT B, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
PARCEL 2:
LOTS 2 AND 3, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF
LOTS A AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47,
48, 49, 50, 51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK,
AMENDMENT NO. 4, RECORDED MAY 07, 2003 AT RECEPTION NO. 832542, (EXCEPT
FOR LOT 2A (ALSO KNOWN AS RECONVEYANCE LOT A) AND LOT 3A (ALSO KNOWN
AS RECONVEYANCE LOT B) AS SHOWN THEREON, AND AS DESCRIBED IN THE
GENERAL WARRANTY DEEDS RECORDED ON OCTOBER 5, 2010 AT RECEPTION NO.
201019949 AND RECEPTION NO. 201019950, RESPECTIVELY).
PARCEL 3:
LOT 5, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 07, 2003 AT RECEPTION NO. 832542.
PARCEL 4:
LOT 7, SECOND AMENDED CONDOMINIUM MAP AND RESUBDIVISION OF LOTS A
AND B, AVON CENTER AT BEAVER CREEK A RESUBDIVISION OF LOTS 47, 48, 49, 50,
51, 52, 53, AND 54, BLOCK 2, BENCHMARK AT BEAVER CREEK, AMENDMENT NO. 4,
RECORDED MAY 7, 2003 AT RECEPTION NO. 832542.
Page 10 of 11
6637347.4
6637347.4
EXHIBIT B: DESCRIPTION OF PUBLIC IMPROVEMENTS AND APPROVED PLANS
Description of Public Improvements:
• West Beaver Creek Boulevard improvements to provide vehicle access to the Property’s
parking garage ramp and surface parking area.
• West Beaver Creek Boulevard improvements to create a loading zone/delivery area.
• Extension of the heat recovery utility line from adjacent Town property to the Property.
• Extension of the heat recovery utility line through the Property.
Approved Plans: [Note to Draft: Engineered drawings to be supplied before building permit.]
Page 11 of 11
6637347.4
6637347.4
EXHIBIT C: PUBLIC IMPROVEMENTS CONSTRUCTION COST ESTIMATE
[Note to Draft: Cost estimate to be supplied before building permit.]
H-1
6637119.7
EXHIBIT H
Parking Management Plan
PARKING MANAGEMENT PLAN
PREAMBLE AND PURPOSE
The Reciprocal Easement Agreement, dated October 30, 1992, as amended (the “Reciprocal
Easement Agreement”), created certain reciprocal parking easements between and among Lot 55
(Alpine Avon Building Company LLC, “AABC”); Lot A/Outlot 1 (“Avon Center”); and Lot B
(GP Avon Developer, LLC, “GPAD”). It is intended that AABC, Avon Center and GPAD will
each agree to amend the Reciprocal Easement Agreement such that GPAD will give up its right to
ten (10) unassigned parking spaces on Lot 55, AABC will give up its right to ten (10) unassigned
parking spaces on Lot B, and Avon Center will agree that its rights to park on Lot B will be
amended and restated by the terms of the Access and Parking Easement entered into between Avon
Center and GPAD contemporaneously with execution of the Amended and Restated Consolidated
Development Agreement dated effective ____, 2026 (the “Amended Development Agreement”).
Except as otherwise defined herein, all capitalized terms used in this Parking Management Plan
shall have the same meanings as ascribed thereto in the Amended Development Agreement. The
Association shall possess approval rights with respect to the Reciprocal Easement Agreement
amendment whereby AABC and GPAD respectively relinquish parking rights on each other’s
property in order to confirm that this arrangement will not adversely impact the Association's
ability to enforce its current parking and maintenance rights on Lot 55.
The Amended Development Agreement contains certain recorded covenants, conditions and
restrictions pertaining to Avon Center’s parking rights in and to the “New Subsurface Parking
Spaces” to be located in the “New Parking Structure” to be constructed on Lot B, and in and to
the “New Surface Parking Spaces” to be located on the “Lot B Property” and on the Avon
Center’s property.
The purpose of this Parking Management Plan is to establish an understanding between Avon
Center and GPAD as to how to best manage parking across the subject areas after the Lot B
“Development” is completed, and to provide for equitable and peaceful adjustment of differences
which may arise.
PLAN OBJECTIVES
While the planned parking supply with the completion of the Lot B Development will be sufficient
to accommodate authorized user parking demand, unauthorized users could create times when
parking is not available for legitimate users. This Parking Management Plan is necessary so that
only authorized owners, guests, tenants, employees, and customers are able to gain access to
parking in the Avon Center’s “Existing Parking Structure”, the New Parking Structure, the New
Subsurface Parking Spaces located in the New Parking Structure, and the New Surface Parking
Spaces (collectively, the “Managed Parking Spaces”), in a manner consistent with both the
Amended Development Agreement and the Reciprocal Easement Agreement amendment. The
objectives of the plan are to:
H-2
6637119.7
1. Accommodate authorized users for parking in Managed Parking Spaces; and
2. Establish and maintain efficient use of the Managed Parking Spaces.
PLAN STRATEGIES
In order to accommodate the distinct types of authorized users of parking in the Managed Parking
Spaces, the following strategies will be implemented:
1. Parking Management System: A parking management system will be in place at the
entrances to and throughout the Managed Parking Spaces. Access to the Managed Parking
Spaces may be by key card, fob, or other means as determined by GPAD with approval of
the Avon Center Executive Board.
a. Users with authorized access to the Existing Parking Structure will have
unrestricted access through the New Parking Structure for the purpose of accessing
the Existing Parking Structure. This access will be authorized, monitored, and
enforced solely by the Avon Center Executive Board.
b. A physical barrier (gate) may also be placed at the entrance and exit to the Existing
Parking Structure. This access will be authorized, monitored, managed and
enforced solely by the Avon Center Executive Board.
c. Authorized users of the Lot B Development will not be permitted to park in the
Existing Parking Structure, the New Subsurface Parking Spaces or the New Surface
Parking Spaces without the consent of the Avon Center Executive Board.
2. Temporary/Transient Parking Validation: Users who are entering the New Parking
Structure, the New Subsurface Parking Spaces or the New Surface Parking for a short time
will be required to register their cars with a professional parking management system
provider (the “Parking Management Company”) using their mobile phone or similar
process.
a. Appropriate validation times will vary by the type of business and will be
set/managed by GPAD in consultation with the individual business owners in Avon
Center and general oversight and approval rights reserved to the Avon Center
Executive Board.
b. Temporary/transient users who are patronizing the Lot B Development will also be
required to obtain validation. This oversight will be reserved to the owner of Lot
B subject to reasonable caps agreed by GPAD and the Avon Center Executive
Board on the number and permitted parking period of temporary/transient users
allowed to utilize the New Parking Structure, the New Subsurface Parking Spaces
or the New Surface Parking for short term parking while patronizing the Lot B
Development.
3. Overnight Parking: Authorized overnight users of the Managed Parking Spaces will
include residential unit owners/tenants and guests of residential unit owners/tenants.
H-3
6637119.7
a. GPAD and the Avon Center Executive Board will work together to endeavor that
strategies are in place for parking in the Managed Parking Spaces, especially during
“Peak Usage Times”, defined to mean major holiday periods and other periods of
intensive parking usage which shall not exceed a cumulative total of thirty (30) to
forty (40) days per year for all such holiday and other periods of peak usage.
b. Strategies may include limits on the number of vehicles that may be parked by any
one person, or family, and/or per residential unit during Peak Usage Times and
promotion of the Existing Parking Structure as the first/best option for Avon Center
owners, tenants and guests.
4. Lot B Development Parking: GPAD will provide the New Subsurface Parking Spaces in
the New Parking Structure dedicated to and restricted for the use of Avon Center. GPAD
will manage and enforce parking restrictions for New Subsurface Parking Spaces.
5. Avon Center Employee Parking: Avon Center employee parking will only be permitted in
the New Surface Parking Spaces and in the Existing Parking Structure on a limited basis
while the employee is physically present and working at Avon Center. There is the
impression that employee parking has been abused in that employees have been observed
in the past parking on Lot B and in the Existing Parking Garage even when they are not
scheduled to work at the authorized business, or employees have been observed engaging
in the unauthorized transfer of employee parking passes. In the future, employee parking
will be managed to ensure that only authorized employees are parking where permitted.
a. The Avon Center Executive Board may identify the spaces that are available for
employee parking in the New Surface Parking Spaces and the Existing Parking
Structure. This will serve to ensure that priority is given to customers of businesses
served by the Managed Parking Spaces.
b. GPAD and the Avon Center Executive Board will work together to endeavor that
strategies are in place for employee parking in the Managed Parking Spaces,
especially during Peak Usage Times.
6. Long-Term Parking/Vehicle Storage: No long-term parking or vehicle storage in the New
Parking Structure, the New Subsurface Parking Spaces, the New Surface Parking Spaces,
or the Existing Parking Structure will be permitted; provided, however, at the discretion of
the Avon Center Executive Board exceptions may be granted at times of low activity or
demand.
7. Communication and Discussion Model: In order to establish, promote and maintain an
on-going mutually positive environment between Avon Center and GPAD, a process will
be established to identify issues of concern to the parties, explore options for their
resolution and come to mutually acceptable agreements to resolve issues raised.
OPERATIONAL PLAN
For the purpose of fully understanding the operational implications of the above objectives and
strategies, the following plans are presented as examples of how the plan may be implemented.
H-4
6637119.7
GPAD intends to engage at its sole cost and expense the Parking Management Company to design
and implement the technological aspects of the parking management system once completed by
the Parking Management Company and approved by the Avon Center Executive Board and
GPAD.
a. Gated Access: GPAD would determine the best system to accomplish the plan
objectives/strategies in consultation with the other parties to the Reciprocal
Easement Agreement. Gated Access may be an option but is not required by mutual
agreement of GPAD and Avon Center other than any gate or other barrier that the
Avon Center Executive Board unilaterally may place or require to be placed by
GPAD (a) at the entrance and exit to the Access Ramp during construction of the
Lot B Development, and (b) at the entrance and exit to the Existing Parking
Structure at all times prior to, during and following completion of construction of
the Lot B Development.
b. Validation: GPAD has identified Metropolis Parking Systems
(https://www.metropolis.io/) as the designated Parking Management Company for
validation, collection and enforcement of the Managed Parking Spaces. GPAD
may identify and utilize an alternative Parking Management Company so long as
the alternative Parking Management Company can provide validation, collection,
and enforcement services in accordance with this Plan.
c. Management: GPAD will provide 24/7 management of parking in the Managed
Parking Spaces to assist owners, guests, tenants, employees, and other authorized
users who may need assistance regarding access, validation, payment, or other
services.
d. Existing Parking Garage Access: Avon Center, at Avon Center’s expense, will
provide readers and credentials (cards, fobs, or phone APP access) for use by its
owners, guests, tenants, employees, and other authorized users. The readers and
credentials would allow passage through the New Parking Structure to the Existing
Parking Structure. The number of credentials issued would be determined by the
Avon Center Executive Board. It is expected that once a credential is used to enter
the New Parking Garage and the Existing Parking Garage, it cannot be used again
until the vehicle using it exits those garages. The Avon Center Executive Board
would be solely responsible for the management and distribution of the credentials.
e. Avon Center Employee Parking/Residential Guest Parking: Avon Center business
owners and Residential Unit Owners may be required to register their
employees/guests through the Parking Management Company’s phone APP and
web-based system to park in the New Parking Structure, the New Subsurface
Parking Spaces, or the New Surface Parking Spaces.
f. Revenue: All gross parking revenue generated from any of the 42 New Subsurface
Parking Spaces dedicated for the exclusive use of Avon Center and from the New
Surface Parking Spaces, less Parking Management Company fees not greater than
fees charged for comparable paid parking operations by other competitor parking
H-5
6637119.7
management companies, will be the sole property of the Association and paid by
GPAD to the Association quarterly. All parking revenue generated from any
parking spaces located in the New Parking Structure other than the 42 New
Subsurface Parking Spaces dedicated for the exclusive use of Avon Center shall be
the sole property of GPAD.
Problem Resolution: After completion of construction of the Lot B Development, and the
implementation of this Parking Management Plan, a Committee shall be formed whose purpose is
to jointly address future parking issues that may arise and to potentially adjust the number of the
Avon Center’s dedicated New Subsurface Parking Spaces in the New Parking Structure. At the
sole discretion of the Avon Center Executive Board, the number of the Avon Center’s dedicated
New Subsurface Parking Spaces in the New Parking Structure could be decreased or increased
(never to exceed forty-two (42) New Subsurface Parking Spaces in the New Parking Structure).
The released spaces would be added to the revenue generating guest parking spaces in the New
Parking Structure. This Committee will include two representatives designated by GPAD or the
Lot B Development and two representatives designated by the Avon Center Executive Board. The
Committee shall meet at least semi-annually and more frequently if needed, to engage in
communication and discussion, making a good faith effort to actively solve problems in a timely
manner. The process involves two-way meetings with the representatives where each party fully
airs its position and each listens to gain insight into the other’s reasoning.
I-1
6637119.7
EXHIBIT I
Escrow Agreement
[ to be inserted ]
6641512.6
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of _____________,
2026, by and among GP AVON DEVELOPER, LLC, a Delaware limited liability company
(“Developer”), THE TOWN OF AVON, a home rule municipal corporation of the State of
Colorado (“Avon”), and LAND TITLE GUARANTEE COMPANY, LLC (‘‘Escrow Agent’’).
The parties to this Agreement are sometimes referred to herein individually as a “Party” and
collectively as the “Parties.”
Recitals
A. Developer and Avon are parties to an agreement entitled “The Summit
Development Agreement” dated as of _________________, 2026 (the “Summit Development
Agreement”), pursuant to which Developer and Avon have agreed upon certain terms and
conditions for the development by Developer of a 164-unit residential project and an
approximately 4,000-square foot commercial community space on certain real property described
in the Summit Development Agreement (the “Project”). A copy of the Summit Development
Agreement is attached hereto as Exhibit A. Any initially capitalized terms used but not otherwise
defined in this Agreement shall have the meanings assigned to such terms in the Summit
Development Agreement.
B. Pursuant to the Summit Development Agreement, Avon will be depositing into an
escrow account with Escrow Agent (the “Escrow Account”) certain funds, in the amounts and at
the times set forth in Section 6 of this Agreement (the “Escrowed Funds”), and Developer and
Avon will be depositing into escrow with the Escrow Agent certain documents described in
Section 8 of this Agreement (the “Escrowed Documents”).
C. The Parties desire to enter into this Agreement to set forth the terms applicable to
the establishment of the Escrow Account, the deposit into and disbursement from the Escrow
Account of the Escrowed Funds, and the deposit into escrow and subsequent recordation of the
Escrowed Documents.
Agreement
NOW THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby
incorporated into this Agreement.
2. Appointment of Escrow Agent. The Parties hereby appoint Escrow Agent to act as
the escrow agent in accordance with the terms and conditions of this Agreement, and Escrow Agent
hereby accepts such appointment. Escrow Agent agrees to receive, hold and disburse the Escrowed
Funds, and to receive and record the Escrowed Documents, in accordance with the terms and
2
6641512.6
conditions of this Agreement. The duties of Escrow Agent are limited to those specifically
provided in this Agreement.
3. Reliance on Notice. Escrow Agent may act in reliance upon any writing or
instrument or signature which Escrow Agent, in good faith, believes to be genuine, and may
assume the validity and accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing, notice, advice or
instruction in connection with the provisions hereof has been duly authorized so to do.
4. Non-Liability of Escrow Agent. Escrow Agent shall not be liable for any mistakes
of fact, or errors of judgment or for any acts or omissions of any kind unless caused by the willful
misconduct or gross negligence of Escrow Agent. Escrow Agent shall not be liable for any taxes,
assessments or other governmental charges which may be levied or assessed upon the Escrowed
Funds or any part thereof, or upon the income therefrom. Escrow Agent may rely upon the advice
of counsel and upon statements of accountants, brokers or other persons reasonably believed by it
in good faith to be expert in the matters upon which they are consulted, and for any reasonable
action taken or suffered in good faith based upon such advice or statements.
5. Indemnity of Escrow Agent. To the extent permitted by law, Developer and Avon,
jointly and severally, agree to indemnify Escrow Agent for, and hold it harmless against, any and
all liability incurred by the Escrow Agent by reason of this Agreement, or in connection with
Escrow Agent's performance of its duties hereunder, except for any liability resulting from Escrow
Agent’s willful misconduct or gross negligence. Developer shall reimburse Escrow Agent for all
reasonable out-of-pocket expenses, including but not limited to attorneys’ fees and court costs
incurred pursuant to this Agreement, and any necessary disbursements and advances incurred or
made by Escrow Agent in the performance of its duties hereunder.
6. Deposit of Escrowed Funds. Escrow Agent shall establish the Escrow Account
with a financial institution approved by Developer and Avon. Upon receipt of a completed W-9,
the Escrow Account shall be an interest-bearing account, and all interest earned on the Escrowed
Funds shall be added to and become part of the Escrowed Funds. Escrow Agent shall not be
responsible for maximizing the yield on the Escrowed Funds. Under no circumstances shall
Escrow Agent be liable for loss of funds due to bank or other Institution failure, including
employees or agents thereof, suspension or cessation of business, or any action or inaction on the
part of the bank or other institution, or any delivery service transporting funds to and from the
institution. Avon shall deposit the following Escrowed Funds with Escrow Agent, to be placed in
the Escrow Account (the “Avon Deposits”):
(a) Within five (5) business days after receipt thereof, Avon shall deposit with
Escrow Agent the amount of use tax paid by Developer in connection with Avon’s issuance
of a building permit for the Project (the “Building Permit”) (or, if Avon so directs,
Developer shall deposit such use tax directly with Escrow Agent);
(b) Within ten (10) business days following the deposit made pursuant to
Section 6(a) above, Avon shall deposit with Escrow Agent an amount equal to $4,000,000,
less the amount deposited pursuant to Section 6(a) above.
3
6641512.6
(c) Within ninety (90) days after issuance of the Building Permit, Avon shall
deposit with Escrow Agent an additional $6,000,000.
(d) Within ten (10) days following issuance of a certificate of occupancy for
the Project, and provided that Eagle County, Colorado (the “County”) has delivered such
funds to Avon, Avon shall deposit with Escrow Agent an additional $1,110,000 (the
“Deferred Deposit”).
7. Release of Escrowed Funds. The Escrowed Funds shall be disbursed by Escrow
Agent to Developer as follows:
(a) At such time as Developer has (i) invested at least $40,000,000 toward the
costs of the Project and (ii) secured the remaining funds necessary to construct the Project,
based on the guaranteed maximum price set forth in the Project’s construction contract,
Owner shall deliver to Escrow Agent, with a copy to Avon, notice of the same, and
requesting release of all Escrowed Funds then being held in the Escrow Account (i.e., the
Escrowed Funds deposited by Avon pursuant to subsection 6(a), 6(b) and 6(c) above, plus
all interest accrued on those funds) (the “Disbursement Request”). If Avon does not deliver
to Developer and Escrow Agent a written objection to the Disbursement Request within
five (5) business days after the date of the Disbursement Request, Escrow Agent shall
disburse all Escrowed Funds being held at such time (including all accrued interest) to
Developer. The Parties understand and agree that the Deferred Deposit will not have been
made by this time. If Avon does deliver a written objection to the Disbursement Notice to
Developer and the Escrow Agent within five (5) business days after the date of the
Disbursement Request, Escrow Agent shall not disburse the Escrowed Funds, but shall
continue to hold the Escrowed Funds until receipt of written instructions signed by both
Developer and Avon, or if Escrow Agent has not received such written instructions within
thirty (30) days thereafter, it may interplead such funds in accordance with Section 12 of
this Agreement.
(b) Within ten (10) days following the recordation of the Community Housing
Deed Restrictions pursuant to Section 8 of this Agreement, the Deferred Deposit, together
with any interest earned thereon, shall be disbursed to Developer.
8. Deposit and Recordation of Community Housing Deed Restrictions. At such time
as Developer and Avon have agreed upon the form of the Community Housing Deed Restrictions
(as defined in the Summit Development Agreement), Developer and Avon shall execute the
Community Housing Deed Restrictions and deliver the same to Escrow Agent. Following
completion of the Project, receipt of joint written direction from Developer and Avon, and the
receipt of sufficient recording fees and filing funds from the Parties. Escrow Agent shall record
the Community Housing Deed Restrictions in the Eagle County Clerk and Recorder’s Office.
9. Termination of Escrow. At such time as the Escrowed Funds have been fully
disbursed by Escrow Agent and the Community Housing Deed Restrictions have been recorded
by Escrow Agent pursuant to the terms of this Agreement, Escrow Agent shall close the Escrow
Account and this Agreement shall terminate and be of no further force and effect.
4
6641512.6
10. Resignation. Escrow Agent, or any successor to it hereafter appointed, may at any
time resign by giving notice in writing, stating the effective date of its resignation to Developer
and Avon, and furnishing to Developer and Avon a written accounting of the Escrowed Funds, in
such form and containing such information as Developer and Avon may reasonably request, and
upon the appointment of a successor Escrow Agent as hereinafter provided and upon the delivery
to such successor Escrow Agent of all of the Escrowed Funds remaining in Escrow Agent’s
possession, shall be discharged from any further duties hereunder. In the event of such resignation,
a successor Escrow Agent shall be appointed by Developer, subject to the prior approval of Avon,
which approval shall not be unreasonably withheld, conditioned or delayed. Any such successor
Escrow Agent shall deliver to Developer and Avon a written instrument accepting such
appointment hereunder, and thereupon it shall succeed to all of the rights and duties of Escrow
Agent hereunder, and shall take delivery of all then remaining Escrowed Funds and any other
amounts held by it pursuant to this Agreement to hold in accordance with the terms hereof.
11. Notices. All notices, demands or other communications required or permitted to
be given hereunder (each a “Notice” for the purposes of this Section) shall be in writing, unless
oral notice is expressly permitted in the applicable Section. Any and all written Notices shall be
deemed to have been duly delivered upon transmission by email to the applicable address(es) set
forth below. Notwithstanding the foregoing, (a) if the Notice is a termination, default or change
of address Notice, such Notice must be additionally given within two (2) business days by either
personal delivery or overnight delivery with Federal Express or a similar overnight courier service
(provided that if the recipient of such notice given by email acknowledges receipt of such notice
in writing (including by email), the original notice need not be delivered) to the applicable
address(es) set forth below (each an “Alternative Delivery Method”), and (b) if no email address
is provided below for a party, any and all written Notices to such party shall be deemed to have
been duly delivered upon receipt by an Alternative Delivery Method or refusal following an
Alternative Delivery Method attempt in accordance with this Section.
If to Developer:
GP Avon Developer, LLC
c/o Grand Peaks Properties, Inc.
4582 South Ulster Street Parkway, Suite 1200
Denver, Colorado 80237
Attention: Don Simpson and Alan Simpson
Email: dsimpson@grandpeaks.com; asimpson@grandpeaks.com
Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
950 17th Street., Suite. 1600
Denver, Colorado 80202
Attention: Michael Westover and Lindsay Lyda
Email: mwestover@ottenjohnson.com; llyda@ottenjohnson.com
5
6641512.6
If to Avon:
Town of Avon
P.O. Box 975
Avon, Colorado 81620
Attention: Town Manager
Email: townmanager@avon.org
Town of Avon
Attention: Town Attorney
P.O. Box 975
Avon, Colorado 81620
Email: townattorney@avon.org
If to Escrow Agent:
Land Title Guarantee Company
3033 East First Avenue, Suite 600
Denver, Colorado 80206
Attention: Charles Ottinger
Email: cottinger@ltgc.com
Each Party may change its addresses and/or email addresses for notices pursuant to a written notice
that is given in accordance with the terms hereof. As used herein, the term “business day” shall
mean any day other than a Saturday, Sunday or a legal holiday for which U.S. Mail service is not
provided. Whenever any date or the expiration of any period specified under this Agreement falls
on a day other than a business day, then such date or period shall be deemed extended to the next
succeeding business day thereafter.
12. Disputes and Interpleader. If any dispute arises between Avon and Developer, or
in the event any party fails for any reason to fully receipt and acquit the Escrow Agent in writing,
the Escrow Agent may refuse to carry out escrow instructions or to deliver any funds, documents,
or property it is holding to anyone. The Escrow Agent may continue, without liability, to refrain
and refuse to act: (a) until all the rights of the adverse claimants have been finally adjudicated by
a court having jurisdiction over the parties and the property, after which the Escrow Agent shall
act in accordance with the adjudication; or (b) until all differences have been resolved by
agreement and Escrow Agent has been notified and directed in writing signed jointly by the parties,
at which time the Escrow Agent shall act in compliance with the agreement. The Escrow Agent
may interplead into a court of competent jurisdiction at the Parties’ expense. To the extent
permitted by law, costs and legal fees associated with an interpleader action shall be paid jointly
and severally by Avon and Developer, or deducted from the Escrowed Funds prior to deposit with
the Court.
13. Laws Relating to Unclaimed Funds. The Parties are hereby advised that unclaimed
funds may be payable to the State at some future date pursuant to unclaimed property laws, and
should Escrow Agent pay any such funds held in the Escrow Account, Escrow Agent shall be
6
6641512.6
released from all further responsibility under the Escrow Agreement and shall not be liable to any
Party so long as such payment was made pursuant to applicable law.
14. Successors and Assigns. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of the respective successors and assigns of the Parties
hereto, and may not be amended, modified or terminated except by a writing signed by all Parties
hereto.
15. Headings. The headings of the articles, sections and subsections of this Agreement
are for convenience and reference only, are not to be considered a part hereof, and shall not limit
or otherwise affect any of the terms hereof.
16. Waiver. No action taken pursuant to this Agreement shall be deemed to constitute
a waiver by the Party taking such action of compliance with any agreement contained herein. No
waiver of any of the provisions of this Agreement shall be valid unless the same is in writing and
signed by the Party against whom such waiver is sought to be enforced. The written waiver by
any Party to this Agreement of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of such provision or as a waiver of any breach of
any other provision of this Agreement.
17. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
18. Prior Understandings. This Agreement supersedes all prior understandings and
agreements, whether written or not, between the Parties hereto relating to the transactions provided
for herein. This Agreement represents the final agreement between the Parties relating to the
transactions provided for herein and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the Parties. There are no unwritten oral
agreements between the Parties. Nothing contained in this Agreement shall be deemed to modify
the terms of the Summit Development Agreement.
19. Severability. Any provision of this Agreement which is declared by a court of
competent jurisdiction to be illegal, invalid, prohibited or unenforceable shall be ineffective only
to the extent of such illegality, invalidity, prohibition or unenforceability, without invalidating or
otherwise affecting the remaining provisions of this Agreement.
20. Expenses. Except as expressly provided in this Agreement, each of the Parties to
this Agreement, except Escrow Agent, shall pay its own expenses in connection with this
Agreement and the transactions contemplated hereby, including the fees and expenses of its
counsel and its accountants and other experts.
21. Cumulative Remedies. All rights and remedies of any Party hereto are cumulative
of each other and of every other right or remedy such Party may otherwise have at law or in equity,
and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.
22. Costs of Legal Proceedings. In the event that a Party hereunder institutes legal
proceedings with respect to this Agreement, the prevailing Party shall be awarded, in addition to
7
6641512.6
any other relief to which it is entitled, its costs and expenses incurred in connection with such legal
proceedings, including, without limitation, reasonable attorney’s fees. Notwithstanding the
foregoing, Escrow Agent shall not be held liable for costs, expenses, or attorney’s fees incurred in
connection with legal proceedings pursuant to this Paragraph 22 absent a finding that Escrow
Agent was engaged in willful misconduct or gross negligence.
23. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which shall constitute but one and the
same instrument. Emailed pdf signatures hereon shall be deemed original signatures for all
purposes.
24. No Waiver of Governmental Immunity. Nothing in this Agreement shall be
construed to waive, limit, or otherwise modify any governmental immunity that may be available
by law to Avon, its officials, employees, contractors, or agents, or any other person acting on
behalf of Avon and, in particular, governmental immunity afforded or available pursuant to the
Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised
Statutes.
25. TABOR. The Parties understand and acknowledge that Avon is subject to Article
X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms
and requirements of TABOR by the execution of this Agreement. It is understood and agreed that
this Agreement does not create a multi fiscal year direct or indirect debt or obligation within the
meaning of TABOR. Developer understands and agrees that, notwithstanding anything in this
Agreement to the contrary, to the extent the Avon Deposits have not been made by December 31,
2026, Avon’s deposit of the Avon Deposits is expressly dependent and conditioned upon the
continued availability of funds beyond the term of Avon’s current fiscal period ending on
December 31, 2026 or, with respect to the Deferred Deposit, upon the County delivering to Avon
the funds necessary to make the Deferred Deposit. Financial obligations of Avon payable after
the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted,
and otherwise made available in accordance with the rules, regulations and resolutions of Avon
and other applicable law. However, if Avon does not make the Avon Deposits, Developer shall
have the rights set forth in Section IX.D of the Summit Development Agreement.
[The remainder of this page has been left blank intentionally.]
8
6641512.6
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed effective
as of the date first set forth above.
DEVELOPER:
GP AVON DEVELOPER, LLC, a Delaware
limited liability company
By:
Name:
Title:
TOWN OF AVON:
By:
Tamra Underwood, Mayor
ATTEST:
Miguel Jauregui Casanueva
APPROVED AS FORM:
Nina Williams, Town Attorney
ESCROW AGENT:
LAND TITLE GUARANTEE COMPANY, LLC
By:
Name:
Title:
Exhibit A
Page 1
6641512.6
EXHIBIT A
[SUMMIT DEVELOPMENT AGREEMENT]
[to be attached]
1
0466.4600: DVDFCFTMZRYM-2035370151-11980
INTERGOVERNMENTAL AGREEMENT
CONCERNING INCREMENTAL TAX REVENUE
(LOT B)
THIS INTERGOVERNMENTAL AGREEMENT CONCERNING INCREMENTAL
TAX REVENUE (LOT B) (the “Agreement”) is made and entered into as of June 9, 2026, by
and among the AVON URBAN RENEWAL AUTHORITY, an urban renewal authority and body
corporate and politic of the State of Colorado (the “URA”), the AVON DOWNTOWN
DEVELOPMENT AUTHORITY, a downtown development authority and body corporate of the
State of Colorado (the “DDA”), and AVON STATION METROPOLITAN DISTRICT, a quasi-
municipal corporation and political subdivision of the State of Colorado (“Avon Station”). The
URA, the DDA, and Avon Station may be referred to herein individually as a “Party” and
collectively as the “Parties.”
RECITALS
WHEREAS, the URA is a Colorado urban renewal authority established by the Town of
Avon, Colorado (the “Town ”) in accordance with § 31-25-101, et. seq., C.R.S. (the “URA Act”);
and
WHEREAS, the URA is authorized by the URA Act to provide for improvements and
facilities and other functions of benefit to the Authority and its residents and taxpayers; and
WHEREAS, pursuant to the URA Act and the Town Center West Urban Renewal Plan,
approved by the Town (the “URA Plan”), the URA has the power to collect and retain ad valorem
property tax revenue derived from the mill levies imposed by Avon Station and Confluence
Metropolitan District (“Confluence” and together with Avon Station, the “Districts”) as applied
to any incremental increase in property values within the Districts above the assessed value as of
the time the Town adopted the URA Plan (the “District Tax Increment Revenue”), as the same
relates to property that is within the boundaries of the Districts and that is also within the URA
Plan area; and
WHEREAS, the URA, Avon Station and Confluence are parties to that certain
Intergovernmental Agreement between Avon Urban Renewal Authority, Confluence Metropolitan
District, and Avon Station Metropolitan District Concerning Incremental Taxes, dated October 9,
2007 (the “URA Agreement”); and
WHEREAS, pursuant to the URA Agreement, the URA agreed to remit to the Districts the
District Tax Increment Revenue it receives as a result of ad valorem property taxes and associated
specific ownership taxes levied by the Districts within the current boundaries of the Districts,
except for Lot B within Avon Station, as depicted in Exhibit A, attached hereto and incorporated
herein (“Lot B”), and except for and to the extent of any incremental ad valorem property taxes or
specific ownership taxes generated by an increase in the total number of permitted dwelling units
or commercial square footage in the zoning entitlement existing as of February 27, 2007; and
ATTACHMENT C
2
0466.4600: DVDFCFTMZRYM-2035370151-11980
WHEREAS, subsequent to the date of the URA Agreement, the Town established the DDA
as a Colorado downtown development authority established in accordance with § 31-25-801, et.
seq. (the “DDA Act”); and
WHEREAS, the DDA is authorized to provide organizational focus and financing to
support downtown economic developments and improvements, including specifically
development of community housing in the Avon downtown area to provide additional workforce
housing and to sustain and enhance a critical mass of residents in the Avon downtown area
necessary to support neighborhood businesses and to support the public infrastructure and public
facilities which sustain and enhance the attractiveness of business investment in the Avon
downtown area; and
WHEREAS, in furtherance of its organization and purpose, the DDA adopted the Avon
Downtown Development Authority Plan, dated October 2, 2023 (the “DDA Plan”); and
WHEREAS, pursuant to the DDA Act and the DDA Plan, the DDA has the authority to
collect and retain the District Tax Increment Revenue derived from the mill levies imposed Avon
Station on property which is within the boundaries of Avon Station and that is also within the
boundaries of the DDA; and
WHEREAS, Confluence and Avon Station are parties to that certain Second Amended and
Restated Joint Facilities Construction and Service Agreement, dated April 26, 2007, as amended
(the “District IGA”), pursuant to which Confluence is to manage the construction, operation, and
maintenance of public improvements, and Avon Station, through an assignment of revenue raised
from mill levies imposed by Avon Station, is to provide funding for such construction, operation,
and maintenance; and
WHEREAS, in 2021, Confluence obtained two loans, consisting of its 2021A-1 Senior
Loan and its 2021A-2 Senior Loan, and issues its Subordinate Limited Tax Supported Revenue
Refunding Bonds, Series 2021B (collectively the “2021 Debt”), the proceeds of which were used
to refund bonds issued by Confluence in 2007, which bonds were issued to fund the construction
of public infrastructure; and
WHEREAS, Confluence and Avon Station are parties to that certain Amended and Restated
Capital Pledge Agreement, dated June 10, 2021, and that certain Capital Pledge Agreement
(Subordinate), also dated June 1, 2021 (collectively, the “2021 Pledge Agreements”), pursuant to
which Avon Station has pledged certain revenue to Confluence to support the repayment of the
2021 Debt; and
WHEREAS, all of the property within the boundaries of Avon Station is within the plan
area of the URA; and
WHEREAS, the only property within the boundaries of Avon Station that is also within the
DDA is Lot B; and
3
0466.4600: DVDFCFTMZRYM-2035370151-11980
WHEREAS, for the avoidance of doubt, no property within Confluence is within the DDA,
and as such the DDA has no right to any District Tax Increment Revenue derived from any mill
levies imposed by Confluence; and
WHEREAS, the Parties desire to enter into this Agreement to address the remittance of the
District Tax Increment Revenue as the same relates to Lot B.
NOW THEREFORE, in consideration of the mutual covenants and stipulations set forth
herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
TERMS AND CONDITIONS
Section 1. Definitions. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Recitals above, as applicable. In addition, the following
definitions shall apply:
(a) “Debt Service Mill Levy” means the mill levy imposed by Avon Station for the
purpose of paying debt service on bonds or other obligations of Avon Station, as certified by Avon
Station to the Eagle County assessor annually.
(b) “Operations Mill Levy” means the mill levy imposed by Avon Station for the
purpose of funding operations, maintenance, administrative expenses of Avon Station other than
debt service, as certified by Avon Station to the Eagle County assessor annually.
(c) “Lot B Tax Increment Revenue” means the District Tax Increment Revenue
derived from both the Debt Service Mill Levy and the Operations Mill Levy imposed by Avon
Station, as applied to the assessed valuation of Lot B in excess of the base assessed value
established pursuant to the URA Plan.
(d) “URA Plan Termination Date” means the date upon which the URA West Town
Center Investment Plan expires or is otherwise terminated in accordance with the URA Act and
the URA West Town Center Investment Plan.
(e) “DDA Plan Termination Date” means the date upon which the DDA Plan expires
or is otherwise terminated in accordance with the DDA Act and the DDA Plan.
Section 2. Debt Service Mill Levy Lot B Tax Increment Revenue.
(a) From the date of this Agreement until the URA Plan Termination Date, after which
time the URA no longer has the right to retain the Lot B Tax Increment Revenue, the URA shall
retain all Lot B Tax Increment Revenue, and associated specific ownership taxes, derived from
Avon Station’s Debt Service Mill Levy. Such retained revenue shall be used by the URA in
furtherance of the URA Plan and for such purposes as are authorized under the URA Act.
4
0466.4600: DVDFCFTMZRYM-2035370151-11980
(b) From the URA Plan Termination Date and until the DDA Plan Termination Date,
after which time the DDA no longer has the right to retain the Lot B Tax Increment Revenue, the
DDA shall remit to Confluence, on behalf of Avon Station in furtherance of the District IGA and
the 2021 Pledge Agreements, all Lot B Tax Increment Revenue, and associated specific ownership
taxes, derived from Avon Station’s Debt Service Mill Levy. Such remittance shall be made no
later than thirty (30) days from the DDA's receipt of any such Lot B Tax Increment Revenue from
the Eagle County treasurer.
(c) After the DDA Plan Termination Date, all Lot B Tax Increment Revenue, and
associated specific ownership taxes, derived for Avon Station’s Debt Service Mill Levy shall be
remitted directly to Avon Station from the Eagle County treasurer, and neither the URA nor the
DDA shall have any right to any such Lot B Tax Increment Revenue.
Section 3. Operations Mill Levy Lot B Tax Increment Revenue.
(a) From the effective date of this Agreement until the URA Plan Termination Date,
after which time the URA no longer has the right to retain the Lot B Tax Increment Revenue, the
URA shall retain all Lot B Tax Increment Revenue, and associated specific ownership taxes,
derived from the Operations Mill Levy imposed Avon Station. Such retained revenue shall be used
by the URA in furtherance of the URA Plan and for such purposes as are authorized under the
URA Act.
(b) From the URA Plan Termination Date and until the DDA Plan Termination Date,
after which time the DDA no longer has the right to retain the Lot B Tax Increment Revenue, the
DDA shall retain all Lot B Tax Increment Revenue, and associated specific ownership taxes,
derived from the Operations Mill Levy imposed by Avon Station. Such retained revenue shall be
used by the DDA in furtherance of the DDA Plan and for such purposes as are authorized under
the DDA Act.
(c) After the DDA Plan Termination Date, all Lot B Tax Increment Revenue, and
associated specific ownership taxes, derived from Avon Station’s Operations Mill Levy shall be
remitted directly to Avon Station from the Eagle County treasurer, and neither the URA nor the
DDA shall have any right to any such Lot B Tax Increment Revenue.
Section 4. Audit and Reporting.
(a) Annual Reporting. The URA and the DDA, during the period which each is entitled
to receive and retain Lot B Tax Increment Revenue pursuant to this Agreement, shall provide Avon
Station with an annual written report no later than ninety (90) days following the end of each
calendar year, which report shall include:
(i) The total amount of Lot B Tax Increment Revenue received by the reporting
Party during the prior calendar year, itemized separately the Lot B Tax Increment Revenue
attributable to the Debt Service Mill Levy and to the Operations Mill Levy;
5
0466.4600: DVDFCFTMZRYM-2035370151-11980
(ii) The total amount of Lot B Tax Increment Revenue remitted to Avon Station
during the prior calendar year, including the date(s) of such remittance(s);
(iii) The total amount of Lot B Tax Increment Revenue retained by the reporting
Party during the prior calendar year; and
(iv) The cumulative total of all Lot B Tax Increment Revenue received, remitted,
and retained since the effective date of this Agreement or the date such Party first began
receiving Lot B Tax Increment Revenue, whichever is later.
(b) Audit Rights. Avon Station shall have the right, upon not less than thirty (30) days'
prior written notice to the applicable Party, to audit the financial records of the URA or the DDA,
as applicable, solely as they relate to the receipt, retention, and remittance of Lot B Tax Increment
Revenue by such Party. Such audits shall be conducted at Avon Station’s sole cost and expense,
except as provided in subsection (c) below, and shall be conducted during normal business hours
at the principal offices of the audited Party. Avon Station shall not conduct more than one (1) such
audit of any Party in any calendar year, unless a prior audit has revealed a material discrepancy, in
which case an additional audit may be conducted with respect to the period covered by such
discrepancy.
(c) Audit Discrepancies. If an audit conducted pursuant to subsection (b) above reveals
that the URA or the DDA, as applicable, has failed to remit any Lot B Tax Increment Revenue to
Avon Station in the amounts and within the timeframes required under this Agreement, the
applicable Party shall remit the deficient amount to Avon Station within thirty (30) days of the date
the discrepancy is confirmed in writing by the audited Party or, if disputed, within thirty (30) days
of a final resolution of such dispute. If the audit reveals an underpayment exceeding five percent
(5%) of the total amount required to have been remitted during the audited period, the audited
Party shall also reimburse Avon Station for the reasonable costs of the audit.
(d) Record Retention. The URA and the DDA shall each maintain complete and
accurate financial records relating to all Lot B Tax Increment Revenue received, retained, and
remitted for a period of not less than seven (7) years following the end of the calendar year to
which such records relate, or for such longer period as may be required by applicable law. Such
records shall be made available to Avon Station upon request in connection with any audit
conducted pursuant to this Section.
(e) Plan Termination Notice. The URA and the DDA shall each provide written notice
to Avon Station and to each other no later than one hundred eighty (180) days prior to the
anticipated termination date of their respective plan, or as soon as practicable if such termination
is not anticipated in advance. Such notice shall include the anticipated or actual termination date
and a final accounting of all Lot B Tax Increment Revenue received, retained, and remitted through
the date of termination.
Section 5. Cooperation. The Parties agree to cooperate in good faith and take all
reasonable actions necessary to effectuate the intent of this Agreement, including executing such
6
0466.4600: DVDFCFTMZRYM-2035370151-11980
additional documents, instruments, or agreements as may be necessary or desirable to carry out
the purposes hereof.
Section 6. Notices. Any notice or communication required under this Agreement must
be in writing, and may be given personally, sent via nationally recognized overnight carrier service,
or by registered or certified mail, return receipt requested. If given by registered or certified mail,
the same will be deemed to have been given and received on the first to occur of: (i) actual receipt
by any of the addressees designated below as the party to whom notices are to be sent; or (ii) three
days after a registered or certified letter containing such notice, properly addressed, with postage
prepaid, is deposited in the United States mail. If personally delivered or sent via nationally
recognized overnight carrier service, a notice will be deemed to have been given and received on
the first to occur of: (i) one business day after being deposited with a nationally recognized
overnight air courier service; or (ii) delivery to the party to whom it is addressed. Any party hereto
may at any time, by giving written notice to the other party hereto as provided in this Section 6 of
this Agreement, designate additional persons to whom notices or communications will be given,
and designate any other address in substitution of the address to which such notice or
communication will be given. Such notices or communications will be given to the parties at their
addresses set forth below:
The URA: The Avon Urban Renewal Authority
Attention:
Phone:
E-mail:
With a copy to:
Attention:
Phone:
E-mail:
The DDA: The Avon Downtown Development Authority
Attention:
Phone:
E-mail:
With a copy to:
Attention:
Phone:
E-mail:
7
0466.4600: DVDFCFTMZRYM-2035370151-11980
Avon Station: Avon Station Metropolitan District
c/o Marchetti & Weaver, LLC
28 Second Street, Suite 213
Edwards, CO 81632
Attention: Jon Erickson
Phone: (970) 926-6060
E-mail: jon@mwcpaa.com
With a copy to: WBA, PC
2154 E. Commons Avenue, Suite 2000
Centennial, CO 80122
Attention: Trisha K. Harris, Esq.
Phone: (303) 858-1800
E-mail: tharris@wbapc.com
Section 7. Amendment. This Agreement may not be amended, modified, or
supplemented except by a written instrument duly executed by all Parties.
Section 8. Entire Agreement. This Agreement, and all exhibits attached hereto,
constitutes the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous negotiations, representations, warranties, and
understandings of the Parties with respect to the subject matter hereof.
Section 9. Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado. Venue for any dispute arising
hereunder shall be in the district court of Eagle County, Colorado.
Section 10. Counterparts. This Agreement may be executed in several counterparts,
each of which may be deemed an original, but all of which together shall constitute one and the
same instrument. Executed copies hereof may be delivered by facsimile or email of a PDF
document, and, upon receipt, shall be deemed originals and binding upon the signatories hereto,
and shall have the full force and effect of the original for all purposes, including the rules of
evidence applicable to court proceedings.
Section 11. Severability. If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions shall continue in full force and effect.
Section 12. No Third-Party Beneficiaries. This Agreement is for the sole and
exclusive benefit of the Parties and their respective successors and assigns. Nothing herein, express
or implied, is intended to or shall confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section 13. Authority. Each Party represents and warrants that it has full power and
authority to enter into this Agreement and to perform its obligations hereunder, and that this
Agreement has been duly authorized by all necessary action of such Party.
8
0466.4600: DVDFCFTMZRYM-2035370151-11980
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
AVON URBAN RENEWAL AUTHORITY
By:
Name:
Title:
ATTEST:
AVON DOWNTOWN DEVELOPMENT
AUTHORITY
By:
Name:
Title:
ATTEST:
AVON STATION METROPOLITAN DISTRICT
By:
Name:
Title:
ATTEST:
0466.4600: DVDFCFTMZRYM-2035370151-11980
EXHIBIT A
Depiction of Lot B
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 1 of 4
INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF
AVON, COLORADO AND THE AVON URBAN RENEWAL
AUTHORITY, CONCERNING THE REMITTANCE OF TAX
INCREMENT REVENUE UNTIL 2033
This Intergovernmental Agreement concerning the Remittance of Tax Increments (the
“Agreement”) is entered into on June 9, 2026 by and between the Town of Avon, Colorado
(“Town”), a home rule municipality organized under the laws of the State of Colorado, and the
Avon Urban Renewal Authority (“Authority”) a Authority organized pursuant to C.R.S. § 31-
25-101 et. seq., individually referred to as Party and collectively as Parties.
RECITALS
WHEREAS, the Town is a home rule municipality duly organized and existing under Article
XX of the Colorado Constitution and the Town of Avon Home Rule Charter of 1978
(“Charter”); and
WHEREAS, the Authority is a Colorado urban renewal authority established in accordance
with§ 31-25-101, et. seq. (“URA Act”), with the purpose of promoting development of
properties within adopted urban renewal plan areas for the prevention of blight and for the
promotion of economic development and revitalization within adopted plan areas; and
WHEREAS, pursuant to Resolution 07-20 Council established the Avon Urban Renewal
Authority and subsequently adopted the West Town Center Investment Plan (“WTCI Plan”);
and
WHEREAS, pursuant to the URA Act and the WTCI Plan, the Authority has the ability and
authority to collect and retain the District Tax Increment Revenue derived from taxes imposed on
The Summit property which is within the boundaries of the Authority; and
WHEREAS, GP Avon Developer, LLC, is a limited liability company who is entering into a
Development Agreement with the Town for the development of a 164-unit residential project
and an approximate 4,000-square foot commercial community space located on the
approximately 1.7-acre real property located within the Town of Avon herein referred to as “The
Summit;” and
WHEREAS, pursuant to such Development Agreement, the Town is contributing $6,000,000
for the construction on the commercial community space, adjacent patio and dedicated parking
spaces and is contributing $4,000,000 towards the purchase of 14 Community Housing Deed
Restrictions; and
WHEREAS, The Summit development is within the WTCI Plan boundary limits; and
WHEREAS, Article XIV, Section 18 of the Colorado Constitution and Sections 29-1-203 and
29-1-203.5, et seq., Colorado Revised Statutes, encourage governments to make the most
efficient and effective use of their powers and responsibilities by cooperating and contracting
ATTACHMENT D
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 2 of 4
among themselves, including forming a political subdivision to provide any public
improvements, functions, services, or facilities that the governments can each provide
individually; and
WHEREAS, the Authority has determined that it is in the best interests of the Authority and
Town and the taxpayers that the tax increments received from The Summit be remitted back to
the Town through December 31, 2033, to reimburse the Town for its significant investment in
public benefits, public improvements and Community Housing units at The Summit.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, it is agreed by and between the Parties hereto as follows:
AGREEMENT
Section 1. Purpose. The purpose of this Agreement is to establish that the Avon Urban
Renewal Authority commits to remitting any tax increments generated by The Summit property
or development to the Town until 2033, the last year the Authority is projected to receive the full
tax increment.
Section 2. Collection and Remittance of Tax Increment. The tax increment revenue
received by the Authority derived from taxes imposed on The Summit property through 2033 are
hereby authorized and approved to be remitted to the Town, to reimburse the Town for its
investment in public improvements and investments, including the Community Space,
contribution to the Pedestrian Connection, dedication of land for the competition of the Civic
Plaza, and the acquisition of Community Housing Deed Restrictions at The Summit, as described
in The Summit Development Agreement, dated June 9, 2026.
Section 3. Governmental Immunity. Notwithstanding any provision in the Agreement, the
Authority and Town are relying on and do not waive or intend to waive by any provision of this
Amended and Restated Agreement, the monetary limitations or any other rights, immunities,
defenses, and protections provided by the Colorado Governmental Immunity Act, §24-10-101, et
seq., C.R.S., as from time to time amended, or otherwise available to the Authority and Town or
its officers or employees.
Section 4. Liability. In the event the Town is named as a party in any legal action related to
this Agreement and the Town’s collection the incremental tax remittance, the Authority shall
select legal counsel to represent the Town in such action. Such action shall be vigorously
defended against, the Town shall be consulted as to all significant decisions involved in the
action, and the action shall not be compromised or settled without the Town’s consent, which
consent shall not be unreasonably withheld. The Authority’s liability shall be limited to those
amounts not covered by the insurance carried by the Town. Under no circumstances shall the
Authority be liable to the Town for special, punitive, indirect, or consequential damages suffered
by the Town arising out of or in connection with the Agreement or any lawsuit brought under
this Section.
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 3 of 4
Section 5. Term of Agreement. The Parties have determined that this Agreement, along
with all of its terms, conditions, shall go into effect as of June 9, 2026, once approved by all
Parties, and shall be in effect through December 31, 2033, the last year the Authority is projected
to receive the full tax increment.
Section 6. Enforcement. This Agreement and the terms and provisions hereof may be
enforced by either Party hereto and their successors and assigns. In the event legal or
administrative proceedings are brought against any Party for the purpose of such enforcement,
the prevailing Party shall recover from the non-prevailing Party all costs associated therewith,
including but not limited to reasonable attorney’s fees.
Section 7. Miscellaneous Provisions.
7.1 This Agreement may not be amended except by an instrument in writing signed on behalf
of each of the Parties.
7.2 No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a
waiver of any other provision, whether or not similar, nor will any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the party
making the waiver.
7.3 This Agreement constitutes the entire agreement between the Parties regarding the subject
matter thereof and shall be binding upon the Parties, their officers, employees, agents, and
assigns, and may not be assigned by any Party without the express written consent of the
other Party.
7.4 In the event that any of the terms or conditions of this Agreement or their application shall
be held invalid as to any person, entity, or circumstance by any court having competent
jurisdiction, the remainder of this Agreement and the application in effect of its terms or
conditions to such persons, entities, or circumstances shall not be affected thereby and this
Amended and Restated Agreement shall be interpreted as if such invalid term or condition
is not contained herein.
7.5 By execution of this Agreement, the undersigned each individually represent that he or she
is duly authorized to execute and deliver this Agreement and that the subject Party shall be
bound by the signatory’s execution of this Agreement.
7.6 The Parties to this Agreement do not intend to benefit any person not a party to this
Agreement. No person or entity, other than the Parties to this Agreement, shall have any
right, legal or equitable, to enforce any provision of this Agreement.
7.7 The laws of the State of Colorado, without regard to Colorado laws regarding conflicts of
law, shall govern the construction, interpretation, execution and enforcement of this
Agreement. Venue for any dispute arising out of or relating to the Agreement shall be in
the State of Colorado District Court for Eagle County.
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 4 of 4
7.8 The section headings in this Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of any part of this Agreement.
7.9 This Agreement may be executed in multiple counterparts, each of which shall be an
original, but all of which, together, shall constitute one and the same instrument. The
Parties consent to the use of electronic signatures and agree that the transaction may be
conducted electronically pursuant to the Uniform Electronic Transactions Act, §24-71.3-
101, et seq., C.R.S.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
written above.
TOWN OF AVON, COLORADO,
by and through its Town Council
BY: ___________________________ ATTEST:___________________________
Tamra N. Underwood, Mayor Miguel Casanueva, Town Clerk
AVON URBAN RENEWAL AUTHORITY
BY: ____________________________ ATTEST:____________________________
Tamra N. Underwood, Chairperson Miguel Casanueva, Secretary
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 1 of 4
INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF
AVON, COLORADO AND THE AVON DOWNTOWN DEVELOPMENT
AUTHORITY, CONCERNING THE REMITTANCE OF TAX
INCREMENT REVENUE UNTIL 2054
This Intergovernmental Agreement concerning the Remittance of Tax Increments (the
“Agreement”) is entered into on June 9, 2026 by and between the Town of Avon, Colorado
(“Town”), a home rule municipality organized under the laws of the State of Colorado, and the
Avon Downtown Development Authority (“Authority”) a Downtown Development Authority
organized pursuant to C.R.S. § 31-25-801 et. seq., individually referred to as Party and
collectively as Parties.
RECITALS
WHEREAS, the Town is a home rule municipality duly organized and existing under Article
XX of the Colorado Constitution and the Town of Avon Home Rule Charter of 1978
(“Charter”); and
WHEREAS, the Authority is a Colorado downtown development authority established in
accordance with§ 31-25-801, et. seq. (“DDA Act”), with the purpose of developing Community
Housing in the Avon Downtown Area to provide additional workforce housing and to sustain
and enhance a critical mass of residents in the Avon Downtown Area necessary to support
neighborhood businesses and to support the public infrastructure and public facilities which
sustain and enhance the attractiveness of business investment in the Avon Downtown Area
within the Town; and
WHEREAS, pursuant to Ordinance No. 23-02, the Town Council adopted amendments to the
Avon Municipal Code which created the Avon Downtown Development Authority; and
WHEREAS, in furtherance of its organization and purpose, the Authority adopted the Avon
Downtown Development Authority Plan, dated October 2, 2023 (“DDA Plan”); and
WHEREAS, pursuant to the DDA Act and the DDA Plan, the Authority has the ability and
authority to collect and retain the District Tax Increment Revenue derived from taxes imposed on
The Summit property which is within the boundaries of the Authority; and
WHEREAS, GP Avon Developer, LLC, is a limited liability company who is entering into a
Development Agreement with the Town for the development of a 164-unit residential project
and an approximate 4,000-square foot commercial community space located on the
approximately 1.7-acre real property located within the Town of Avon herein referred to as “The
Summit;” and
WHEREAS, pursuant to such Development Agreement, the Town is contributing $6,000,000
for the construction on the commercial community space, adjacent patio and dedicated parking
spaces and is contributing $4,000,000 towards the purchase of 14 Community Housing Deed
Restrictions; and
ATTACHMENT E
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 2 of 4
WHEREAS, The Summit development is within the Avon Downtown Development District
boundary limits; and
WHEREAS, Article XIV, Section 18 of the Colorado Constitution and Sections 29-1-203 and
29-1-203.5, et seq., Colorado Revised Statutes, encourage governments to make the most
efficient and effective use of their powers and responsibilities by cooperating and contracting
among themselves, including forming a political subdivision to provide any public
improvements, functions, services, or facilities that the governments can each provide
individually; and
WHEREAS, C.R.S. §31-25-808(f) provides that the Authority is to “cooperate with the
municipality in which the authority is located and any other governmental agency or other public
body and to enter into contracts with any such agency or body;” and
WHEREAS, the Authority has determined that it is in the best interests of the Authority and
Town and the taxpayers that the tax increments received from The Summit be remitted back to
the Town through December 31, 2054, to reimburse the Town for its significant investment in
public benefits, public improvements and Community Housing units at The Summit.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, it is agreed by and between the Parties hereto as follows:
AGREEMENT
Section 1. Purpose. The purpose of this Agreement is to establish that the Avon Downtown
Development Authority commits to remitting any tax increments generated by The Summit
property or development to the Town until 2054, the last year the Authority is projected to
receive the full tax increment.
Section 2. Collection and Remittance of Tax Increment. The tax increment revenue
received by the Authority derived from taxes imposed on The Summit property through 2054 are
hereby authorized and approved to be remitted to the Town, to reimburse the Town for its
investment in public improvements and investments, including the Community Space,
contribution to the Pedestrian Connection, dedication of land for the competition of the Civic
Plaza, and the acquisition of Community Housing Deed Restrictions at The Summit, as described
in The Summit Development Agreement, dated June 9, 2026.
Section 3. Governmental Immunity. Notwithstanding any provision in the Agreement, the
Authority and Town are relying on and do not waive or intend to waive by any provision of this
Amended and Restated Agreement, the monetary limitations or any other rights, immunities,
defenses, and protections provided by the Colorado Governmental Immunity Act, § 24-10-101,
et seq., C.R.S., as from time to time amended, or otherwise available to the Authority and Town
or its officers or employees.
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 3 of 4
Section 4. Liability. In the event the Town is named as a party in any legal action related to
this Agreement and the Town’s collection the incremental tax remittance, the Authority shall
select legal counsel to represent the Town in such action. Such action shall be vigorously
defended against, the Town shall be consulted as to all significant decisions involved in the
action, and the action shall not be compromised or settled without the Town’s consent, which
consent shall not be unreasonably withheld. The Authority’s liability shall be limited to those
amounts not covered by the insurance carried by the Town. Under no circumstances shall the
Authority be liable to the Town for special, punitive, indirect, or consequential damages suffered
by the Town arising out of or in connection with the Agreement or any lawsuit brought under
this Section.
Section 5. Term of Agreement.
6.1 The Parties have determined that this Agreement, along with all of its terms, conditions,
shall go into effect as of June 9, 2026, once approved by all Parties, and shall be in effect through
December 31, 2054, the last year the Authority is projected to receive the full tax increment.
Section 6. Enforcement. This Agreement and the terms and provisions hereof may be
enforced by either Party hereto and their successors and assigns. In the event legal or
administrative proceedings are brought against any Party for the purpose of such enforcement,
the prevailing Party shall recover from the non-prevailing Party all costs associated therewith,
including but not limited to reasonable attorney’s fees.
Section 7. Miscellaneous Provisions.
7.1 This Agreement may not be amended except by an instrument in writing signed on behalf
of each of the Parties.
7.2 No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a
waiver of any other provision, whether or not similar, nor will any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the party
making the waiver.
7.3 This Agreement constitutes the entire agreement between the Parties regarding the subject
matter thereof and shall be binding upon the Parties, their officers, employees, agents, and
assigns, and may not be assigned by any Party without the express written consent of the
other Party.
7.4 In the event that any of the terms or conditions of this Agreement or their application shall
be held invalid as to any person, entity, or circumstance by any court having competent
jurisdiction, the remainder of this Agreement and the application in effect of its terms or
conditions to such persons, entities, or circumstances shall not be affected thereby and this
Amended and Restated Agreement shall be interpreted as if such invalid term or condition
is not contained herein.
IGA – Town of Avon-Avon Downtown Development Authority
The Summit – Tax Increment Remittance
June 9, 2026
Page 4 of 4
7.5 By execution of this Agreement, the undersigned each individually represent that he or she
is duly authorized to execute and deliver this Agreement and that the subject Party shall be
bound by the signatory’s execution of this Agreement.
7.6 The Parties to this Agreement do not intend to benefit any person not a party to this
Agreement. No person or entity, other than the Parties to this Agreement, shall have any
right, legal or equitable, to enforce any provision of this Agreement.
7.7 The laws of the State of Colorado, without regard to Colorado laws regarding conflicts of
law, shall govern the construction, interpretation, execution and enforcement of this
Agreement. Venue for any dispute arising out of or relating to the Agreement shall be in
the State of Colorado District Court for Eagle County.
7.8 The section headings in this Agreement have been inserted for convenience of reference
only and shall not affect the meaning or interpretation of any part of this Agreement.
7.9 This Agreement may be executed in multiple counterparts, each of which shall be an
original, but all of which, together, shall constitute one and the same instrument. The
Parties consent to the use of electronic signatures and agree that the transaction may be
conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-
101, et seq., C.R.S.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
written above.
TOWN OF AVON, COLORADO,
by and through its Town Council
BY: ___________________________ ATTEST:___________________________
Tamra Underwood, Mayor Miguel Casanueva, Town Clerk
AVON DOWNTOWN DEVELOPMENT AUTHORITY
BY: ____________________________ ATTEST:____________________________
Tony Emrick, Chairperson Chris Neuswanger, Secretary
970-748-4088 predmond@avon.org
TO: Chairperson Tony Emrick and DDA Board Members FROM: Paul Redmond, Chief Finance Officer
RE: Village (at Avon) Revenue Projections
DATE: May 25, 2026
SUMMARY: This report summarizes the projected fiscal impacts of the Village at Avon development
(Attachment A). Across both phases, the model shows meaningful revenue generation for the three public
entities: Traer Creek Metro District, the Avon Downtown Development Authority (DDA), and the Town of
Avon. The combined summary tab indicates total projected revenues of approximately $12.59 million for
Traer Creek Metro District, $2.53 million for the Avon DDA, and $3.93 million for the Town of Avon.
Phase I is the earlier and more diversified revenue period, driven by retail components, residential condo
sales, transfer taxes, water tap fees, and recurring property-tax-related revenues. Phase II expands the
project with additional retail, open-market housing, and deed-restricted housing, which increases assessed
value and ongoing tax capacity. The model also assumes recurring sales-related revenues from retail
activity, accommodation, and guest spending.
The project’s strongest fiscal drivers are large one-time development-related revenues such as RETT, use
tax on construction materials for employee housing, development permits, and tap fees; recurring DDA
property tax increment from assessed value; and ongoing Town revenues from sales-tax-related activity.
Thanks,
Paul
Attachment A - Village (at Avon) Phase I and Phase II Revenue Summary
2026 Assessment Rates
Non-Village Residential Commercial
Mill Levy Assessment Ratio Assessment Ratio
56.942 6.80%25.00%
Trear Creek Metro District
Avon Downtown Development Authority BOSK Avondale RETAIL:
Town of Avon
WFM Pad #1 Pad #2 Skjol 1A Skjol 1B BOSK Avondale Retail Space Open Market Deed Restricted
Number of Units 1 1 1 50 50 175 40 60,000.00 100 100
LSF 26,000 2,500 3,700 - - 45,000 20,000 - - -
Value per SF 550 800 800 2,000,000 2,200,000 800 800 500 800 600
Value 14,300,000 2,000,000 2,960,000 100,000,000 110,000,000 36,000,000 16,000,000 30,000,000 120,000,000 120,000,000
Assessed Value For Assessor 3,575,000 500,000 740,000 6,800,000 7,480,000 2,448,000 78,336 7,500,000 8,160,000 8,160,000
Annual TIF Property Tax for DDA 170,322$ 17,083$ 25,054$ 387,206$ 425,926$ 139,394$ 4,461$ *427,065$ 464,647$ 464,647$
Retail Sales Fee 880,000$ 60,000$ 80,000$ 43,680$ 43,680$ 105,000$ 24,000$ 1,200,000$ 60,000$ 60,000$
Accommodation Sales Fee - - - 43,680 43,680 - - - 11,340 -
Use Fee on Construction Materials 286,000 40,000 59,200 2,000,000 2,200,000 - - 600,000 2,400,000 -
Short-term Rental Tax - - - 21,840 21,840 - - - - -
Add on Retail Sales Fee 165,000 11,250 15,000 8,190 8,190 788 180 9,000 535 450
4% TOA Sales Tax on Sales Fee 41,800 2,850 3,800 2,075 2,075 4,232 967 48,360 2,875 2,418
Sales tax from TOA Purchases (Crossover)88,000 6,000 8,000 30,000 30,000 105,000 24,000 120,000 60,000 60,000
Building Permits 60,035 10,220 14,108 407,120 447,620 - - 123,620 488,120 -
Plan Review 57,033 9,709 13,403 386,764 425,239 - - 117,439 463,714 -
RETT (Recorded at the time of sale)286,000$ 40,000$ 59,200$ 2,000,000$ 2,200,000$ 720,000$ -$ 600,000$ 2,400,000$ -$
Water Tap Fees 51,500$ 4,000$ 6,900$ 180,000$ 180,000$ 368,000$ -$ 40,000$ 400,000$ 400,000$
Water Usage Fee $3.25 per SFE 338$ 33$ 48$ 1,755$ 1,755$ 6,825$ 1,560$ 1,300$ 3,900$ 3,900$
Totals
Traer Creek 12,590,660$ 1,217,500$ 104,000$ 146,100$ 2,267,360$ 2,467,360$ 1,193,000$ 24,000$ 1,840,000$ 2,871,340$ 460,000$
Avon DDA 2,525,804 170,322 17,083 25,054 387,206 425,926 139,394 4,461 427,065 464,647 464,647
Town of Avon 3,928,858 411,868 40,029 54,311 855,989 934,964 110,019 25,147 418,419 1,015,244 62,868
Housing
Phase I Phase II
Phase I &II
RETAIL:CONDO:
ATTACHMENT A
970.748.4004 eric@avon.org
TO: Honorable Mayor Tamra N. Underwood and Council members FROM: Eric Heil, Town Manager
RE: Update on Neighborhood Center Grant Funding
DATE: May 29, 2026
SUMMARY: This report provides an update on efforts to coordinate Avon’s eligibility for state transit and
housing funding with pending redevelopment efforts in Avon. This item is a presentation and update. No
action or direction by the Avon DDA Board of Directors is requested.
HB24-1313: The state legislature adopted House Bill 24-1313 in 2024 called the State Land Use Criteria
for Strategic Growth Act, or “Housing in Transit-Oriented Communities”. This bill appropriated $35 million
in funding to assist with infrastructure related to transit oriented development with a housing component.
The bill was focused primarily on the front range metropolitan planning organization areas (i.e. cities) and
front-range communities with rail transit service. The bill did contemplate the adoption of criteria to
consider other communities outside the front-range urban areas.
NEIGHBORHOOD CENTER PILOT PROJECT: The Town of Avon successfully applied to the Department
of Local Affairs to participate in a Neighborhood Center Pilot project which is intended to collaborate with
five pilot communities to develop criteria for designation of Neighborhood Centers. The designation of a
Neighborhood Center would then allow such community to be eligible for grant funding under Strategic
Growth Act. The communities selected for the pilot project are Avon, Bennet, Castle Rock, Crested Butte,
and Frisco. I have been representing the Town of Avon and participating in review of draft guidelines since
the beginning of this year. Attached is the map showing the Old Avon Town Center that we proposed for
potential “Neighborhood Center” designation.
HB26-1065 TRANSIT AND HOUSING INVESTMENT ZONES: The Governor signed House Bill 26-1065
yesterday (May 28, 2026) which authorizes up to six investment zones to be approved that allow capturing
the State’s 2.9% sales tax. I will explain some of the details of this bill at the DDA Board meeting.
Hopefully, Avon will receive designation as a “Neighborhood Center” which should then make an
application by Avon to be a designated Transit and Housing Investment Zone competitive. This could be
very beneficial for Avon’s efforts to redevelop the Sun Road Redevelopment Area.
Thank you, Eric
ATTACHMENT A: Old Avon Town Center Map
AVON
ELEMENTARY
HARRY J.
NOTTINGHAM
PARK
BEAVER CREEK
RESORT
VILLAGE
(AT AVON)
PUD
OLD AVON TOWN CENTER
N
Subject Old Avon
Town Center
Neighborhood
Zoning
1 Community Housing High Density
No Density Limitation
7.5 units per acre
7.5 units per acre
15 units per acre
max; 7.5 min
20 units per acre
20 units per acre
25 units per acre
7.5 units per acre
7.5 units per acre
OLD AVON TOWN CENTER VICINITY MAP
PENDING CHILD CARE CENTER
AVON ELEMENTARY
BEAVER CREEK
RESORT
FUTURE SLOPESIDE
COMMUNITY
HOUSING SITE
HAR
R
Y
J
.
NOT
T
I
N
G
H
A
M
PAR
K
AVON TOWN HALL
AVON RECREATION CENTER
AVON LIBRARY
AVON REGIONAL TRANSITSTATION
GROCERY STORE
AVON PEDESTRIAN MALL
DOWNTOWN DEVELOPMENT AUTHORITY MEETING MINUTES
MONDAY, FEBRUARY 2, 2026
HYBRID MEETING: IN PERSON AT AVON TOWN HALL OR VIRTUALLY ON ZOOM
DDA BOARD MEETING MINUTES, 02 FEBRUARY 2026 PAGE 1 | 5
1. ROLL CALL
Downtown Development Authority: Board Members Tony Emrick, Lisa Mattis, Gregg Cooper, Chris Neuswanger,
and Wayne Hanson
CASE Committee: Committee Members Justin Chesney, Ian Grask, Chuq Yang, Thomas Walsh, Amy Lewis
(joined at 3:09 p.m.)
Virtual: DDA Board Members Rob Tartre, Marcus Linholm (joined at 3:06 p.m.), Matthew Fitzgerald (joined at 3:07
p.m.), CASE Committee Members Alejandro Cerda, Kristen Dudding, and Pedro Campos (joined at 3:06 p.m.)
Absent: DDA Board Members Scott Tarbet and Brandt Marott, CASE Committee Member Kerri Thelen
Staff: Town Manager Eric Heil, Deputy Town Manager Patty McKenny, Chief Administrative Officer Ineke de Jong,
Chief Cultural Officer Danita Dempsey, Senior Special Events Coordinator Chelsea Van Winkle, Special Events
Coordinator Emily Dennis, Planning Manager Jena Skinner, Community Development Director Matt Pielsticker,
Chief Financial Officer Paul Redmond, and Financial Analyst Chase Simmons
DDA Board Chair Tony Emrick called the meeting to order at 3:00 p.m.
2. APPROVAL OF AGENDA
Board Member Lisa Mattis motioned to approve the agenda. Board Member Chris Neuswanger seconded the motion.
The motion passed unanimously by those present.
3. DISCLOSURE OF ANY CONFLICTS OF INTEREST RELATED TO AGENDA ITEMS
Board Chair Emrick asked if there were any conflicts of interest and there were none.
4. PUBLIC COMMENT
No public comments were made in person or virtually.
5. BUSINESS ITEMS
5.1 JOINT MEETING WITH CULTURE, ARTS, & SPECIAL EVENTS (CASE) COMMITTEE
DDA Board Chair Emrick explained the purpose of the joint meeting is to discuss The Summit at Avon and the proposed
development for the potential culture and arts space.
Town Manager Heil provided an overview of the project, explaining the group will be looking at the potential
programming and operations of the community workshop space to promote cultural and arts and activate the pedestrian
mall. The Town wants to keep programming simple so the space can be flexible. He explained that Council will be
reviewing the design and site plan on February 10, 2026.
The Board and Committee commented / inquired:
A. What does the budget look like? Is there revenue? What are the expenses? If we’re committing to 50+ years of
paying for the facility, what does the ratio look like and how can we come up with an approach to that?
Town Manager Heil mentioned there is an idea of the budget with the tax increment funds to support purchasing the
space. Early estimates show that funds generated can pay for the cost of the space and would be only 25 years of
pledged revenue.
DOWNTOWN DEVELOPMENT AUTHORITY MEETING MINUTES
MONDAY, FEBRUARY 2, 2026
HYBRID MEETING: IN PERSON AT AVON TOWN HALL OR VIRTUALLY ON ZOOM
DDA BOARD MEETING MINUTES, 02 FEBRUARY 2026 PAGE 2 | 5
The Board and Committee commented / inquired:
A. On the west half, is that a moveable portion that divides the spaces?
B. Are there other potential uses, like a community meeting space?
Town Manager Heil noted the Town is working with the architect, and there will be time to focus on building details if the
project gets approved by Council. He reviewed some of the details that could be altered from the current conceptual
design.
Chief Cultural Officer (“CCO”) Dempsey presented a schematic of the conceptual design and reviewed Attachment A
that includes the list of activation ideas.
The Board and Committee commented / inquired:
A. I love the idea of the space and think it would be very beneficial and useful. It could work well with events at the
stage and function as a reception area, similar to the Eagle-Vail Pavilion. I am a strong advocate for performing arts
and in-person activities, but this space cannot be everything for everyone. I could see challenges with live
performances if there is no stage or elevated surface, particularly for theater and dance, which may require some
type of floor installation. I also love the idea of having an ice cream and coffee shop in the space.
B. The ideas work well, but some will likely need to be trimmed based on the size and limitations of the space. We
need to be realistic about balancing classes with open space for people to create art. I disagree that we need an ice
cream and coffee shop. I would like to explore other options, such as affordable grab-and-go lunch offerings, to
support afternoon activation and add variety.
C. We need to review the guidelines and determine a clear approach, including whether revenue can meet expenses.
A long-term 25-year plan is necessary to ensure the space can sustain itself. If the Town commits staff to operate
the space, that represents a long-term financial obligation. I appreciate that the developer views the project
positively, but we should be careful not to pull business from existing for-profit operations. I wonder about Colorado
Mountain College and their art portfolio. What might happen as a result of this space to for-profit businesses? The
revenue and expenses need to match.
D. Do we have a proforma of revenue and expenses? I think looking at the long-term objectives, we want to draw
people to that area. That’s what the challenge has been in the space.
Town Manager Heil explained that we do not have an idea of expenses yet and there is more to come.
The Board and Committee commented / inquired:
A. The DDA has met with business owners around the proposed space, and they are supportive.
B. Did we lose the idea of liquor sales? That should get us in the black. I agree with the CASE members’ perspectives
and appreciate that nearby restaurants have been consulted. I was concerned about impacts to Loaded Joes if this
becomes a coffee shop. We should continue to think carefully about what the market wants, and I believe the right
concept will present itself. Overall, we are doing a good job communicating our vision and bringing the community
together.
DOWNTOWN DEVELOPMENT AUTHORITY MEETING MINUTES
MONDAY, FEBRUARY 2, 2026
HYBRID MEETING: IN PERSON AT AVON TOWN HALL OR VIRTUALLY ON ZOOM
DDA BOARD MEETING MINUTES, 02 FEBRUARY 2026 PAGE 3 | 5
C. I agree a grab and go option would be nice to have. We don’t want to directly compete with other businesses
around town. Something with hot food options would be nice. I like how the space is laid out. Getting rid of the back-
of-house hallway would add more square footage. Have we done a survey to see what the community wants in that
space?
CCO Dempsey stated that preliminary surveys were done during La Zona and it was clear that a space like this was
desired by our community but there has not been a specific engagement strategy yet.
The Board and Committee commented / inquired:
A. If the space hosts private events, we should address public restroom access. I recommend adding a separate
public entrance to the bathrooms, so they remain accessible during private events. I like the flexibility and
modularity of the space.
B. We need a plan for a clean-up or wet sink area in the community space. A grab-and-go concept could support a
wide range of food options prepared offsite. The hallway takes up valuable space that could be used for tables and
seating. We should also plan for AV needs, including wiring for screens and speakers. The space has a lot of
potential.
C. The coffee shop would have to be closed to the public if there was a private event. The flexibility of the space
reminds me of the SingleTree Community Center.
D. I’ve liked this project all along. I got stuck during the Finance Committee meeting last week. Currently, there is no
clear revenue source, and a coffee shop alone will not generate significant income. Having a third party operate the
space could prevent the Town from competing with existing businesses like Loaded Joes. Entering the coffee or ice
cream business would pull business from the community. This center is not designed to handle things like a ballet
or opera. We need to consider shorter ski seasons and increased summer activity. I revisited the idea of the
building next to the library, as Lot B may not meet larger event needs. If the Town provides financial support, it
gives the facility an advantage over private businesses. A third-party operator could determine the most appropriate
use of the space.
E. I would like to ensure that acoustics are good for something like chamber music. The wall that borders the walkway
could be removable or moveable, what would the cost be to open that wall and allow the space to be open to the
outside. Are there any employee units with the property? Has the Town discussed having an active role in any of
those units? Could we pitch the developers on a unit for an artist in residency since it is going to be an art space?
What if the town owned the space but it was more of a pop-up for local businesses to come and show off their
food? Businesses could stop in and showcase their cuisines. There would be less competition for other businesses.
I like not having the Town involved completely but I am very much in favor of the space. Everything that we can do
to continue pushing for it will benefit everyone.
Town Manager Heil explained there is an employee mitigation formula for the apartments. Artist in residency is a great
idea and something that has come up before but is not feasible in this space but would be better somewhere else.
The Board and Committee commented / inquired:
A. I love this idea and how it connects the buildings along the mall and creates a direct path to the park. I support
having a third parter operator and letting restauranters be restauranters. While the design is still unfinished, my
DOWNTOWN DEVELOPMENT AUTHORITY MEETING MINUTES
MONDAY, FEBRUARY 2, 2026
HYBRID MEETING: IN PERSON AT AVON TOWN HALL OR VIRTUALLY ON ZOOM
DDA BOARD MEETING MINUTES, 02 FEBRUARY 2026 PAGE 4 | 5
background is in flexible event spaces and I would like to provide input once the design phase begins. In general, I
don’t think we should be worried about the restaurants around space. If it becomes more of a social gathering area,
they will benefit from it. You cannot just have coffee without muffins or other to-go items, it needs to be planned
accordingly to attract most of the people that’ll walk the mall.
B. I agree with much of what has been said and am focused less on specific uses and more on securing the space
itself. The Town needs to make this happen with the developer. Having worked on the mall in 2013–14, I see this as
a key connection to the park. The location is ideal since it is near the civic center, recreation center, and transit hub
with lots of foot traffic and a south-facing orientation that allows for an indoor/outdoor relationship we currently lack.
This should be a community gathering space; I would be disappointed if it became primarily a private-event venue.
Other facilities already serve those needs. While it’s too early to define exact uses, I strongly support maximum
flexibility and learning from examples like the Vail Rec District space in Lionshead, which evolved over time through
user feedback.
C. Thank you for working on this but I have some general concerns. I don’t see how this space is going to be making it
a profit. It could become extremely expensive on the front end and could be expensive to run. I’m not clear on what
portion the town would be paying. There’s an opportunity cost to that money. Spend it here or do what the
developer is offering but not consider the money lost on running the space. DDA funds could be spent on other
things, considering there are other properties the town is looking at. I don’t see how you can get around if this is
going to be part of a condominium declaration. It’s going to have a legal space and could result in certain
unintended consequences for the Town with cost ramifications that we do not know about today. If the Town moves
forward, you’re going to be part of the condo association that is going to be setting dues. If you can get beyond
financials, it does sound like a nice concept.
D. I echo previous comments. I like the interplay between the hardscape and outdoor areas. It feels like the building is
going to be vibrant. We need to drill down the details if this would be subject to residential HOA or a separate
commercial HOA and those carrying costs. I do think that the Town has a need for a gathering space and for the
arts. The mixed-use room is good for that. The retail site becomes more viable in the marketplace. It’s an interesting
opportunity.
E. I’m very supportive of this community space. It’s great for vitality and bringing the community together. I’m excited
to see where the actual use of the space ends up, but a community arts/workshop space feels like a great option. I
also like the idea of a coffee shop with light food / grab and go options. (comment made via email at 3:49 p.m.)
F. So, what happens if it doesn’t activate?
G. There are people chomping at the bit to be in this space. I don’t think it would be a problem to find organizations.
H. For over three years, the DDA has been talking about providing infrastructure and housing, we’ve talked about
activating the pedestrian mall. If we don’t do anything, we’ll never know. In 10 years, we could have the space
sitting there with no building and think “wow, we didn’t’ do anything”. Then why are we here?
Town Manager Heil expressed his confidence in the project and noted the space could be reverted into general commercial
space if needed. He provided examples of local organizations that are interested in the space and its potential uses.
Planning Manager Skinner stated that there are 164 planned rental units for the building. Local businesses could expand
rather than face competition. A commercial kitchen is cost prohibitive, and from a planning standpoint use of the hallway is
imperative for successful operations. The trash chute shouldn’t move; it’s important for safety reasons.
DOWNTOWN DEVELOPMENT AUTHORITY MEETING MINUTES
MONDAY, FEBRUARY 2, 2026
HYBRID MEETING: IN PERSON AT AVON TOWN HALL OR VIRTUALLY ON ZOOM
DDA BOARD MEETING MINUTES, 02 FEBRUARY 2026 PAGE 5 | 5
The Board and Committee commented / inquired:
A. Suggestion to ensure the space is not monopolized for the Art Guild. Their work is supported but make sure it’s a
community space.
B. Request to draft the long-term operational projections as the expense of the space will be passed on to future
generations. Suggest understanding what the overall line-item costs are as the Town will have to maintain clear
guidelines on how much money it will take to break even. Make the private event costs as reasonable as possible
C. Is this a condo or an apartment building? The Town should scrutinize the cost share agreement and encourage
flexibility to be written into the agreement.
Town Manager Heil explained it would be a community workshop space and not intended to be dedicated to one specific
group. The Town will review all cost share agreements and that those items are next steps if the building is approved by
Council. CCO Dempsey mentioned primary users may get first right of refusal and noted it will take time to get the space
fully activated and into a revenue generating model.
DDA Board Chair Emrick noted that there is majority support for the project.
3. MINUTES
Board Member Rob Tarte motioned to approve the Minutes from Avon DDA Board Meeting held on January 12, 2026.
Board Member Gregg Cooper seconded the motion. The motion passed unanimously by those present.
4. ADJOURNMENT
DDA Board Chair Emrick adjourned the meeting at 4:10 p.m.
Respectfully submitted by:
Emily Dennis
Special Events Coordinator